BANK OF AMERICA CORP /DE/
10-Q, 2000-05-15
NATIONAL COMMERCIAL BANKS
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                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)


  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

                             EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended March 31, 2000

                                       or

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

                              EXCHANGE ACT OF 1934


                         Commission file number: 1-6523

              Exact name of registrant as specified in its charter:

                           Bank of America Corporation

                             State of incorporation:

                                   Delaware


                     IRS Employer Identification Number:

                                 56-0906609

                  Address of principal executive offices:
                      Bank of America Corporate Center
                      Charlotte, North Carolina 28255


            Registrant's telephone number, including area code:

                               (704) 386-5000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   Yes |X| No

On  April  30,  2000,  there  were  1,657,236,996  shares  of  Bank  of  America
Corporation Common Stock outstanding.



<PAGE>
<TABLE>
<CAPTION>

                           Bank of America Corporation



March 31, 2000 Form 10-Q
- --------------------------------------------------------------------------------------------------------------
<S>                        <C>      <C>                                                          <C>
INDEX

                                                                                                 Page
                                                                                                 ----
Part I                     Item 1.  Financial Statements:
Financial                           Consolidated Statement of Income for the Three                 2
Information                         Months Ended March 31, 2000 and 1999

                                    Consolidated Balance Sheet at March 31, 2000                   3
                                    and December 31, 1999

                                    Consolidated Statement of Changes in Share-                    4
                                    holders' Equity for the Three Months Ended
                                    March 31, 2000 and 1999

                                    Consolidated Statement of Cash Flows for the                   5
                                    Three Months Ended March 31, 2000 and 1999

                                    Notes to Consolidated Financial Statements                     6

                           Item 2.  Management's Discussion and Analysis of Results               19
                                    of Operations and Financial Condition

                           Item 3.  Quantitative and Qualitative Disclosures about                54
                                    Market Risk


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

Part II
Other Information          Item 1.  Legal Proceedings                                             54

                           Item 2.  Changes in Securities and Use of Proceeds                     55

                           Item 6.  Exhibits and Reports on Form 8-K                              55

                           Signature                                                              56

                           Index to Exhibits                                                      57

</TABLE>
<PAGE>
<TABLE>
Part I. Financial Information
Item 1. Financial Statements
- ------------------------------------------------------------------------------------------------------------------------------------
Bank of America Corporation and Subsidiaries
Consolidated Statement of Income
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  Three Months
                                                                                                                 Ended March 31
                                                                                                         ---------------------------
(Dollars in millions, except per share information)                                                              2000         1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                             <C>         <C>
Interest income
Interest and fees on loans and leases                                                                           $ 7,394     $ 6,770
Interest and dividends on securities                                                                              1,331       1,175
Federal funds sold and securities purchased under agreements to resell                                              575         381
Trading account assets                                                                                              536         545
Other interest income                                                                                               250         330
- ------------------------------------------------------------------------------------------------------------------------------------
        Total interest income                                                                                    10,086       9,201
- ------------------------------------------------------------------------------------------------------------------------------------
Interest expense
Deposits                                                                                                          2,495       2,312
Short-term borrowings                                                                                             1,802       1,355
Trading account liabilities                                                                                         181         129
Long-term debt                                                                                                    1,084         805
- ------------------------------------------------------------------------------------------------------------------------------------
        Total interest expense                                                                                    5,562       4,601
- ------------------------------------------------------------------------------------------------------------------------------------
Net interest income                                                                                               4,524       4,600
Provision for credit losses                                                                                         420         510
- ------------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for credit losses                                                             4,104       4,090

Gains on sales of securities                                                                                          6         130

Noninterest income
Consumer service charges                                                                                            618         603
Corporate service charges                                                                                           489         453
- ------------------------------------------------------------------------------------------------------------------------------------
      Total service charges                                                                                       1,107       1,056
- ------------------------------------------------------------------------------------------------------------------------------------
Consumer investment and brokerage services                                                                          364         311
Corporate investment and brokerage services                                                                         121         115
- ------------------------------------------------------------------------------------------------------------------------------------
      Total investment and brokerage services                                                                       485         426
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage servicing income                                                                                           128         132
Investment banking income                                                                                           397         233
Equity investment gains                                                                                             563         155
Card income                                                                                                         484         394
Trading account profits                                                                                             724         500
Other income                                                                                                        158         327
- ------------------------------------------------------------------------------------------------------------------------------------
          Total noninterest income                                                                                4,046       3,223
- ------------------------------------------------------------------------------------------------------------------------------------
Other noninterest expense
Personnel                                                                                                         2,534       2,333
Occupancy                                                                                                           418         396
Equipment                                                                                                           301         358
Marketing                                                                                                           119         147
Professional fees                                                                                                   105         126
Amortization of intangibles                                                                                         217         222
Data processing                                                                                                     159         190
Telecommunications                                                                                                  131         136
Other general operating                                                                                             515         420
General administrative and other                                                                                    124         125
- ------------------------------------------------------------------------------------------------------------------------------------
        Total other noninterest expense                                                                           4,623       4,453
- ------------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                                                                        3,533       2,990
Income tax expense                                                                                                1,293       1,076
- ------------------------------------------------------------------------------------------------------------------------------------
Net income                                                                                                      $ 2,240      $1,914
- ------------------------------------------------------------------------------------------------------------------------------------
Net income available to common shareholders                                                                     $ 2,239      $1,912
- ------------------------------------------------------------------------------------------------------------------------------------
Per share information
Earnings per common share                                                                                        $ 1.34      $ 1.10
- ------------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share                                                                                $ 1.33      $ 1.08
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends per common share                                                                                        $ .50       $ .45
- ------------------------------------------------------------------------------------------------------------------------------------
Average common shares issued and outstanding (in thousands)                                                   1,669,311   1,737,562
- ------------------------------------------------------------------------------------------------------------------------------------

                                      See accompanying notes to consolidated financial statements.
</TABLE>
                                       2



<TABLE>
<CAPTION>


- ---------------------------------------------------------------------------------------------------------------------------------
Bank of America Corporation and Subsidiaries
Consolidated Balance Sheet
- ---------------------------------------------------------------------------------------------------------------------------------

                                                                                                        March 31     December 31
(Dollars in millions)                                                                                     2000           1999
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                      <C>            <C>
Assets
Cash and cash equivalents                                                                                $ 27,259       $ 26,989
Time deposits placed and other short-term investments                                                       3,250          4,838
Federal funds sold and securities purchased under agreements to resell                                     39,801         37,928
Trading account assets                                                                                     47,321         38,460
Securities:
   Available-for-sale                                                                                      82,557         81,647
   Held-for-investment, at cost (market value - $1,181 and $1,270)                                          1,294          1,422
- ---------------------------------------------------------------------------------------------------------------------------------
     Total securities                                                                                      83,851         83,069
- ---------------------------------------------------------------------------------------------------------------------------------
Loans and leases                                                                                          382,085        370,662
Allowance for credit losses                                                                                (6,827)        (6,828)
- ---------------------------------------------------------------------------------------------------------------------------------
     Loans and leases, net of allowance for credit losses                                                 375,258        363,834
- ---------------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                                                 6,607          6,713
Customers' acceptance liability                                                                             2,362          1,869
Derivative-dealer assets                                                                                   17,877         16,055
Interest receivable                                                                                         3,870          3,777
Mortgage servicing rights                                                                                   4,080          4,093
Goodwill                                                                                                   12,121         12,262
Core deposits and other intangibles                                                                         1,674          1,730
Other assets                                                                                               30,782         30,957
- ---------------------------------------------------------------------------------------------------------------------------------
       Total assets                                                                                      $656,113       $632,574
- ---------------------------------------------------------------------------------------------------------------------------------
Liabilities
Deposits in domestic offices:
   Noninterest-bearing                                                                                    $92,496        $93,476
   Interest-bearing                                                                                       209,427        207,048
Deposits in foreign offices:
   Noninterest-bearing                                                                                      1,986          1,993
   Interest-bearing                                                                                        47,717         44,756
- ---------------------------------------------------------------------------------------------------------------------------------
     Total deposits                                                                                       351,626        347,273
- ---------------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under agreements to repurchase                                 83,775         74,561
Trading account liabilities                                                                                23,007         20,958
Derivative-dealer liabilities                                                                              17,805         16,200
Commercial paper                                                                                            9,045          7,331
Other short-term borrowings                                                                                37,007         40,340
Acceptances outstanding                                                                                     2,362          1,869
Accrued expenses and other liabilities                                                                     19,173         19,169
Long-term debt                                                                                             62,059         55,486
Trust preferred securities                                                                                  4,955          4,955
- ---------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                                    610,814        588,142
- ---------------------------------------------------------------------------------------------------------------------------------

     Commitments and contingencies (Note Six)

Shareholders' equity
Preferred stock, $0.01 par value; authorized - 100,000,000 shares;  issued and
     outstanding - 1,807,349 and 1,797,702 shares                                                              77             77
Common stock, $0.01 par value; authorized - 5,000,000,000 shares;  issued and
     outstanding - 1,657,753,677 and 1,677,273,267 shares                                                  10,828         11,671
Retained earnings                                                                                          37,089         35,681
Accumulated other comprehensive loss                                                                       (2,492)        (2,658)
Other                                                                                                        (203)          (339)
- ---------------------------------------------------------------------------------------------------------------------------------
     Total shareholders' equity                                                                            45,299         44,432
- ---------------------------------------------------------------------------------------------------------------------------------
       Total liabilities and shareholders' equity                                                        $656,113       $632,574
- ---------------------------------------------------------------------------------------------------------------------------------

                               See accompanying notes to consolidated financial statements.

</TABLE>
                                       3
<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
Bank of America Corporation and Subsidiaries
Consolidated Statement of Changes in Shareholders' Equity
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                   Accumulated                Total
                                                                                      Other                   Share-
                                          Preferred   Common Stock    Retained   Comprehensive               holders'  Comprehensive
                                                     ----------------
(Dollars in millions, shares in thousands)  Shares  Shares    Amount  Earnings  Income (Loss)(1,2)   Other    Equity       Income
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>   <C>        <C>       <C>            <C>           <C>     <C>            <C>
Balance, December 31, 1998                   $83   1,724,484  $14,837  $30,998         $ 152         $(132)  $45,938
Net income                                                               1,914                                 1,914        $1,914
Other comprehensive loss, net of tax                                                    (732)                   (732)         (732)
                                                                                                                           --------
Comprehensive income                                                                                                        $1,182
                                                                                                                           --------
Cash dividends:
   Common                                                                 (782)                                 (782)
   Preferred                                                                (2)                                   (2)
Common stock issued under
   employee plans                                     16,302      842                                 (494)      348
Conversion of preferred stock                 (2)         84        2
Other                                                      2      147                                            147
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 1999                      $81   1,740,872  $15,828  $32,128        $ (580)        $(626)  $46,831
- ------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1999                   $77   1,677,273  $11,671  $35,681       $(2,658)        $(339)  $44,432
Net income                                                               2,240                                 2,240        $2,240
Other comprehensive income, net of tax                                                   166                     166           166
                                                                                                                           --------
Comprehensive income                                                                                                        $2,406
                                                                                                                           --------
Cash dividends:

   Common                                                                 (832)                                 (832)
   Preferred                                                                (1)                                   (1)
Common stock issued under
  employee plans                                         530      (12)                                  37        25
Common stock repurchased                             (20,050)    (911)                                          (911)
Other                                                      1       80        1                          99       180
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2000                      $77   1,657,754  $10,828  $37,089       $(2,492)        $(203)  $45,299
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Changes in Accumulated Other Comprehensive Income (Loss) include after-tax net unrealized gains (losses) on available-for-sale
    securities and marketable equity securities of $166 and $(703) for the three months ended March 31, 2000 and 1999, respectively;
    and after-tax net unrealized losses on foreign currency translation adjustments of $(29) for the three months ended March 31,
    1999.  There was no after-tax net unrealized losses on foreign currency translation adjustments for the three months ended March
    31, 2000.
(2) Accumulated Other Comprehensive Income (Loss) consists of the after-tax valuation allowance for available-for-sale securities
    and marketable equity securities of $(2,304) and $(400) and foreign currency translation adjustments of $(188) and $(180) at
    March 31, 2000 and 1999, respectively.

                                         See accompanying notes to consolidated financial statements.



</TABLE>
                                       4
<PAGE>

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
Bank of America Corporation and Subsidiaries
Consolidated Statement of Cash Flows
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                       Three Months
                                                                                                      Ended March 31
                                                                                          ----------------------------------
(Dollars in millions)                                                                              2000             1999
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>              <C>
Operating activities
Net income                                                                                        $2,240           $1,914
Reconciliation of net income to net cash used in operating activities:
Provision for credit losses                                                                          420              510
Gains on sales of securities                                                                          (6)            (130)
Depreciation and premises improvements amortization                                                  239              271
Amortization of intangibles                                                                          217              222
Deferred income tax expense (benefit)                                                                524              (82)
Net increase in trading instruments                                                               (7,029)            (144)
Net (increase) decrease in interest receivable                                                       (93)             114
Net decrease in interest payable                                                                    (176)            (108)
Net (increase) decrease in other assets                                                           (1,856)           2,804
Net decrease in other accrued expenses and other liabilities                                        (276)          (9,806)
Other operating activities, net                                                                      276              276
- ----------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                                             (5,520)          (4,159)
- ----------------------------------------------------------------------------------------------------------------------------
Investing activities
Net decrease in time deposits placed and other short-term investments                              1,588            1,135
Net (increase) decrease in federal funds sold and securities purchased
   under agreements to resell                                                                     (1,873)             395
Proceeds from sales of available-for-sale securities                                               8,801           14,396
Proceeds from maturities of available-for-sale securities                                          1,443            3,138
Purchases of available-for-sale securities                                                       (11,085)         (16,595)
Proceeds from maturities of held-for-investment securities                                           128              475
Proceeds from sales and securitizations of loans and leases                                        5,645            2,661
Purchases and net originations of loans and leases                                               (15,595)          (7,727)
Purchases and originations of mortgage servicing rights                                             (126)            (786)
Net purchases of premises and equipment                                                             (133)            (111)
Proceeds from sales of foreclosed properties                                                          46               82
Acquisitions of business activities, net of cash                                                       -           (1,483)
- ----------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                                            (11,161)          (4,420)
- ----------------------------------------------------------------------------------------------------------------------------
Financing activities
Net increase (decrease) in deposits                                                                4,353          (13,943)
Net increase in federal funds purchased and securities
   sold under agreements to repurchase                                                             9,214            7,224
Net (decrease) increase in commercial paper and other short-term borrowings                       (1,619)           8,254
Proceeds from issuance of long-term debt                                                          10,137            6,009
Retirement of long-term debt                                                                      (3,718)            (929)
Proceeds from issuance of common stock                                                                25              348
Common stock repurchased                                                                            (911)               -
Cash dividends paid                                                                                 (833)            (784)
Other financing activities, net                                                                      328               39
- ----------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                                         16,976            6,218
- ----------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and cash equivalents                                         (25)               9
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                                 270           (2,352)
Cash and cash equivalents at December 31                                                          26,989           28,277
- ----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at March 31                                                            $27,259          $25,925
- ----------------------------------------------------------------------------------------------------------------------------

Loans transferred to foreclosed properties amounted to $68 and $74 for the three months ended March 31, 2000 and 1999, respectively.
Loans securitized and retained in the available-for-sale securities portfolio amounted to $224 and $248 for the three months ended
  March 31, 2000 and 1999, respectively.
The fair value of noncash assets acquired and liabilities assumed in acquisitions for the three months ended March 31, 1999 were
  $1,557 and $74, net of cash acquired.

                            See accompanying notes to consolidated financial statements.
</TABLE>
                                       5




<PAGE>


Bank of America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
      Bank of America Corporation (the Corporation) is a Delaware corporation, a
bank holding company and a financial  holding  company.  Through its banking and
nonbanking  subsidiaries,  the Corporation provides a diverse range of financial
services and products throughout the U.S. and in selected international markets.

Note One - Accounting Policies

     The  consolidated   financial   statements  include  the  accounts  of  the
Corporation and its majority-owned  subsidiaries.  All significant  intercompany
accounts and transactions have been eliminated.

     The  information  contained in the  consolidated  financial  statements  is
unaudited.  In the  opinion  of  management,  all normal  recurring  adjustments
necessary  for a fair  statement of the interim  period  results have been made.
Certain prior period amounts have been reclassified to conform to current period
classifications.

     Accounting  policies  followed  in the  presentation  of interim  financial
results are  presented on pages 58 to 63 of the  Corporation's  Annual Report on
Form 10-K for the year ended December 31, 1999.

     In 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities"  (SFAS 133).  This  standard  requires  all  derivative
instruments  to be recognized as either  assets or  liabilities  and measured at
their fair values.  In addition,  SFAS 133 provides special hedge accounting for
fair value, cash flow and foreign currency hedges, provided certain criteria are
met.  Pursuant  to  Statement  of  Financial   Accounting   Standards  No.  137,
"Accounting  for  Derivative  Instruments  and Hedging  Activities - Deferral of
Effective Date of Financial  Accounting  Standards Board Statement No. 133", the
Corporation is required to adopt the standard on or before January 1, 2001. Upon
adoption,  all hedging  relationships must be designated and documented pursuant
to the  provisions  of the  statement.  The  Corporation  is in the  process  of
evaluating  the impact of this statement on its risk  management  strategies and
processes, information systems and financial statements.

     In 1999, the Federal Financial Institutions  Examination Council issued The
Uniform  Classification and Account Management Policy (the Policy) which updated
and  expanded  the  classification  of  delinquent  retail  credits.  The Policy
provides  guidance  for  banks  on the  treatment  of  delinquent  open-end  and
close-end loans. The Corporation is required to implement the Policy by December
31, 2000. The Corporation  does not expect the adoption of this Policy to have a
material impact on its results of operations or financial condition.

Note Two - Merger-Related Activity

      At March  31,  2000,  the  Corporation  operated  its  banking  activities
primarily under two charters:  Bank of America,  National  Association  (Bank of
America,  N.A.) and Bank of America, N.A. (USA). On March 31, 1999,  NationsBank
of Delaware,  N.A. merged with and into Bank of America,  N.A. (USA), a national
association headquartered in Phoenix, Arizona (formerly known as Bank of America
National Association), which operates the Corporation's credit card business. On
April 1, 1999, the mortgage  business of BankAmerica  transferred to NationsBanc
Mortgage  Corporation.  On December 1, 1999,  NationsBanc  Mortgage  Corporation
merged with and into BA Mortgage,  LLC, a Delaware limited liability company and
a Bank of America,  N.A.  subsidiary.  On April 8, 1999, the Corporation  merged
Bank of America Texas, N.A. into NationsBank, N.A. On July 5, 1999, NationsBank,
N.A.  changed  its  name to

                                       6

<PAGE>

Bank of  America,  N.A.  On July 23,  1999,  Bank of America, N.A. merged into
Bank of America National Trust and Savings Association (Bank of America  NT&SA),
and the surviving  entity of that merger  changed its name to Bank of  America,
N.A. On  December  1, 1999,  Bank of America,  FSB, a federal savings bank
formerly  headquartered in Portland,  Oregon, was converted into a national bank
and merged into Bank of America,  N.A.  On  September  30, 1998,  BankAmerica
Corporation  (BankAmerica) merged (the Merger) with and into the Corporation,
formerly NationsBank Corporation (NationsBank).

     In  connection   with  the  Merger,   the  Corporation   recorded   pre-tax
merger-related  charges of $525 million  ($358  million  after-tax)  in 1999 and
$1,325  million ($960  million  after-tax) in 1998. Of the $525 million in 1999,
$200 million ($145 million  after-tax) and $325 million ($213 million after-tax)
were  recorded in the second and fourth  quarters,  respectively.  Of the $1,325
million in 1998,  $725 million ($519 million  after-tax)  and $600 million ($441
million after-tax) were recorded in the third and fourth quarters, respectively.
The total  pre-tax  charge for 1999  consisted  of  approximately  $219  million
primarily of severance, change in control and other employee-related costs, $187
million of  conversion  and related  costs  including  occupancy,  equipment and
customer communication expenses, $128 million of exit and related costs and a $9
million  reduction  of other merger  costs.  The total  pre-tax  charge for 1998
consisted of  approximately  $740  million  primarily  of  severance,  change in
control and other employee-related costs, $150 million of conversion and related
costs including occupancy and equipment expenses (primarily lease exit costs and
the  elimination  of  duplicate  facilities  and other  capitalized  assets) and
customer communication expenses, $300 million of exit and related costs and $135
million of other merger costs (including  legal,  investment  banking and filing
fees).

    Total severance, change in control and other employee-related costs included
amounts  related to job  eliminations  of former  associates of BankAmerica  and
NationsBank impacted by the Merger. Through March 31, 2000, approximately 13,800
employees  had  entered the  severance  process.  Employee-related  costs of the
Merger were principally in overlapping  functions,  operations and businesses of
the Corporation.

      The  following   table   summarizes   the  activity  in  the   BankAmerica
merger-related reserve during the three months ended March 31, 2000:

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------
                                                                                     Noncash
                                                  Balance         Cash Payments     Reductions      Balance
                                                December 31        Applied to       Applied to      March 31
(Dollars in millions)                              1999              Reserve         Reserve          2000
- ------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>             <C>           <C>
Severance, change in control
     and other employee-related costs               $118                $(80)           $ -          $ 38
Conversion and related costs                         135                  (2)            (8)          125
Exit and related costs                                46                 (11)             -            35
Other merger costs                                     1                   -              -             1
- ------------------------------------------------------------------------------------------------------------
Total                                               $300                $(93)           $(8)         $199
- ------------------------------------------------------------------------------------------------------------
</TABLE>



     For additional information on the Corporation's  merger-related activities,
refer to Note Two of the Corporation's 1999 Annual Report on Form 10-K.


                                       7
<PAGE>


Note Three - Trading Activities

Trading-Related Revenue

     Trading  account   profits   represent  the  net  amount  earned  from  the
Corporation's  trading  positions,  which  include  trading  account  assets and
liabilities as well as derivative-dealer  positions.  These transactions include
positions to meet customer demand as well as for the  Corporation's  own trading
account. Trading positions are taken in a diverse range of financial instruments
and markets.  The  profitability of these trading positions is largely dependent
on the  volume  and type of  transactions,  the level of risk  assumed,  and the
volatility of price and rate movements.  Trading account profits, as reported in
the  Corporation's  Consolidated  Statement of Income,  includes neither the net
interest recognized on interest-earning and interest-bearing  trading positions,
nor the related funding charge or benefit.  Trading account profits,  as well as
trading-related net interest income ("trading-related revenue") are presented in
the  table  below  as  they  are  both  considered  in  evaluating  the  overall
profitability of the Corporation's trading positions. Trading-related revenue is
derived from foreign exchange spot, forward and cross-currency contracts,  fixed
income and  equity  securities  and  derivative  contracts  in  interest  rates,
equities, credit and commodities.
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------
                                                                         Three Months Ended
                                                                               March 31
                                                                       ----------------------
(Dollars in millions)                                                    2000           1999
- ---------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>
Trading account profits - as reported                                    $724           $500
Net interest income                                                       217            167
- ---------------------------------------------------------------------------------------------
Total trading-related revenue                                            $941           $667
- ---------------------------------------------------------------------------------------------
Trading-related revenue by product
Foreign exchange contracts                                               $158           $158
Interest rate contracts                                                   308            214
Fixed income                                                              171            191
Equities                                                                  288             87
Commodities and other                                                      16             17
- ---------------------------------------------------------------------------------------------
Total trading-related revenue                                            $941           $667
- ---------------------------------------------------------------------------------------------

</TABLE>
                                       8
<PAGE>

Trading Account Assets and Liabilities

       The  fair  value  of  the  components  of  trading   account  assets  and
liabilities  at March 31, 2000 and  December  31,1999 and the average fair value
for the three months ended March 31, 2000 were:

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                      Fair Value                  Average Fair Value
                                                                         -----------------------------------------------------------
                                                                              March 31         December 31        Three Months Ended
(Dollars in millions)                                                           2000               1999              March 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>                 <C>
Trading account assets
U.S. Treasury securities                                                         $9,111             $ 6,793             $7,725
Securities of other U.S. Government agencies and corporations                     3,138               3,554              3,045
Certificates of deposit, bankers' acceptances and commercial paper                2,318               3,039              2,381
Corporate debt                                                                    3,329               2,993              2,812
Foreign sovereign debt                                                            9,998               9,532              8,938
Mortgage-backed securities                                                        5,944               6,748              6,169
Equity securities                                                                 6,276               2,856              2,974
Other                                                                             7,207               2,945              5,689
- ------------------------------------------------------------------------------------------------------------------------------------
Total                                                                           $47,321             $38,460            $39,733
- ------------------------------------------------------------------------------------------------------------------------------------
Trading account liabilities
U.S. Treasury securities                                                        $ 7,513             $ 8,414            $ 8,770
Corporate debt                                                                    2,048                   -              1,076
Foreign sovereign debt                                                            3,172               3,490              3,715
Equity securities                                                                 8,802               7,840              7,733
Other                                                                             1,472               1,214              1,719
- ------------------------------------------------------------------------------------------------------------------------------------
Total                                                                           $23,007             $20,958            $23,013
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     See  Note  Six of the  consolidated  financial  statements  on  page 12 for
additional information on derivative-dealer positions, including credit risk.

                                       9
<PAGE>


Note Four - Loans and Leases

     Loans and leases at March 31, 2000 and December 31, 1999 were:
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------
                                                         March 31, 2000                December 31, 1999
                                                     -----------------------------------------------------
(Dollars in millions)                                  Amount     Percent         Amount      Percent
- ----------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>          <C>           <C>
Commercial - domestic                                   $145,615       38.1 %       $143,450      38.7 %
Commercial - foreign                                      27,926        7.3           27,978       7.5
Commercial real estate - domestic                         24,741        6.5           24,026       6.5
Commercial real estate - foreign                             359         .1              325        .1
- ----------------------------------------------------------------------------------------------------------
     Total commercial                                    198,641       52.0          195,779      52.8
- ----------------------------------------------------------------------------------------------------------
Residential mortgage                                      89,574       23.4           81,860      22.1
Home equity lines                                         18,062        4.7           17,273       4.7
Direct/Indirect consumer                                  41,398       10.8           42,161      11.4
Consumer finance                                          23,585        6.2           22,326       6.0
Bankcard                                                   8,609        2.3            9,019       2.4
Foreign consumer                                           2,216         .6            2,244        .6
- ----------------------------------------------------------------------------------------------------------
     Total consumer                                      183,444       48.0          174,883      47.2
- ----------------------------------------------------------------------------------------------------------
          Total loans and leases                        $382,085      100.0 %       $370,662     100.0 %
- ----------------------------------------------------------------------------------------------------------

</TABLE>

     The table below  summarizes  the changes in the allowance for credit losses
for the three months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>


- --------------------------------------------------------------------------------------------------------
                                                                                     Three Months
                                                                                     Ended March 31
                                                                          ------------------------------
(Dollars in millions)                                                          2000            1999
- --------------------------------------------------------------------------------------------------------
<S>                                                                           <C>             <C>
Balance, January 1                                                            $6,828          $ 7,122
- --------------------------------------------------------------------------------------------------------
Loans and leases charged off                                                    (570)            (666)
Recoveries of loans and leases previously charged off                            150              147
- --------------------------------------------------------------------------------------------------------
     Net charge-offs                                                            (420)            (519)
- --------------------------------------------------------------------------------------------------------
Provision for credit losses                                                      420              510
Other, net                                                                        (1)              10
- --------------------------------------------------------------------------------------------------------
     Balance, March 31                                                       $ 6,827          $ 7,123
- --------------------------------------------------------------------------------------------------------

</TABLE>

     The following table presents the recorded investment in specific loans that
were considered individually impaired at March 31, 2000 and December 31, 1999:

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                                March 31        December 31
(Dollars in millions)                             2000              1999
- --------------------------------------------------------------------------------
<S>                                                 <C>                <C>
Commercial - domestic                               $ 1,286            $1,133
Commercial - foreign                                    495               503
Commercial real estate - domestic                       457               449
- --------------------------------------------------------------------------------
     Total impaired loans                           $ 2,238            $2,085
- --------------------------------------------------------------------------------

</TABLE>
                                       10
<PAGE>
    A loan is considered impaired when, based on current information and events,
it is probable that the  Corporation  will be unable to collect all amounts due,
including  principal and  interest,  according to the  contractual  terms of the
agreement.  Once a loan has been  identified  as impaired,  management  measures
impairment in accordance  with Statement of Financial  Accounting  Standards No.
114,  "Accounting  by Creditors for  Impairment of a Loan" (SFAS 114).  Impaired
loans  are  measured  based on the  present  value of  payments  expected  to be
received,  observable  market prices,  or for loans that are solely dependent on
the collateral for repayment, the estimated fair value of the collateral. If the
recorded  investment  in impaired  loans  exceeds the measure of estimated  fair
value, a valuation  allowance is established as a component of the allowance for
credit losses.

     At March 31, 2000 and  December 31, 1999,  nonperforming  loans,  including
certain  loans which were  considered  impaired,  totaled  $3.3 billion and $3.0
billion,  respectively.  Foreclosed properties amounted to $179 million and $163
million at March 31, 2000 and December 31, 1999, respectively.

Note Five - Short-Term Borrowings and Long-Term Debt

     In the first  quarter of 2000,  Bank of  America  Corporation  issued  $1.5
billion  in  senior  and   subordinated   long-term   debt,   domestically   and
internationally,  with maturities ranging from 2002 to 2015. Of the $1.5 billion
issued,  $1.1 billion was converted from fixed rates ranging primarily from 7.50
percent to 8.13 percent to floating rates through interest rate swaps at spreads
ranging from nine to 45 basis points over three-month  London InterBank  Offered
Rate  (LIBOR).  The  remaining  $364  million of debt issued  bears  interest at
floating rates ranging from 12 to 78 basis points over three-month  LIBOR, 90 to
100 basis points over six-month LIBOR and 22 basis points over one-month LIBOR.

     In the first quarter of 2000, Bank of America,  N.A. issued $7.1 billion in
senior long-term bank notes,  with maturities  ranging from 2001 to 2013. Of the
$7.1 billion issued,  $3.8 billion bears interest at floating rates with spreads
ranging from zero to 14 basis points above  three-month  LIBOR. Of the remaining
$3.3  billion,  $1.1 billion bears  interest at spreads  ranging from 272 to 287
basis  points  below the prime  rate,  $938  million  bears  interest at spreads
ranging from one to 28 basis points above the Fed Funds rate, $798 million bears
interest at fixed rates  ranging  from 6.50  percent to 6.75  percent,  and $415
million  bears  interest at spreads  ranging from five to six basis points above
one-month LIBOR.

      At March 31, 2000, Bank of America  Corporation had the authority to issue
approximately  $18.0 billion of corporate  debt and other  securities  under its
existing shelf registration statements.

     Bank of America, N.A. maintains a domestic program to offer up to a maximum
of $35.0  billion  at any one time  outstanding  of bank notes from time to time
with fixed- or  floating-rates  and  maturities  ranging from seven days or more
from date of issue. Short-term bank notes outstanding under this program totaled
$11.1  billion at March 31, 2000 compared to $15.2 billion at December 31, 1999.
These  short-term  bank notes,  along with  Treasury tax and loan notes and term
federal  funds  purchased are  reflected in other  short-term  borrowings in the
Consolidated  Balance Sheet.  Long-term  debt under current and former  programs
totaled  $15.4  billion at March 31, 2000  compared to $10.1 billion at December
31, 1999.

     Bank of America Corporation and Bank of America, N.A. maintain a joint Euro
medium-term note program to offer up to $15.0 billion of senior,  or in the case
of Bank of America  Corporation,  subordinated  notes  exclusively to non-United
States residents. The notes bear interest at fixed- or floating-rates and may be
denominated in U.S. dollars or foreign  currencies.  Bank of America Corporation
uses foreign currency contracts to convert certain foreign-denominated debt into
U.S. dollars. Bank of America Corporation's notes outstanding under this program
totaled $4.7 billion at March 31, 2000  compared to $4.5 billion at December 31,
1999. Bank of America,  N.A.'s notes outstanding under this program totaled $1.0
billion at March 31, 2000. Bank of America,  N.A. had no notes outstanding under
this program at December 31, 1999. Of the $15.0 billion authority,  at March 31,
2000,  Bank of America  Corporation  and Bank of America,  N.A. had authority to
issue  in  the  aggregate  of  debt   securities   under  the  current   program
approximately $5.3 billion and $4.0 billion, respectively. At March 31, 2000 and
December 31, 1999, $3.2 billion and $3.3 billion, respectively, were outstanding
under the former BankAmerica Euro medium-term note program, which was terminated
in connection with the Merger.
                                       11
<PAGE>
  From April 1, 2000 through May 8, 2000, Bank of America  Corporation  issued
$430 million of long-term senior and subordinated  debt, with maturities ranging
from 2002 to 2015.  During this same time period,  Bank of America,  N.A. issued
$2.3  billion of bank notes with  maturities  ranging from 2001 to 2003 and $130
million of Euro medium-term notes maturing in 2003.

Note Six - Commitments and Contingencies

Credit Extension Commitments

    The Corporation enters into commitments to extend credit, standby letters of
credit  and  commercial  letters  of credit to meet the  financing  needs of its
customers.   The   commitments   shown  below  have  been   reduced  by  amounts
collateralized by cash and amounts participated to other financial institutions.
The following table summarizes outstanding commitments to extend credit:
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------
                                                            March 31          December 31
(Dollars in millions)                                         2000               1999
- -------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>
Credit card commitments                                          $ 66,574           $67,394
Other loan commitments                                            243,912           246,827
Standby letters of credit and financial guarantees                 31,402            32,993
Commercial letters of credit                                        3,062             3,690
- -------------------------------------------------------------------------------------------
</TABLE>


Derivatives

    Credit Risk Associated with Derivative-Dealer Activities

     The table on the following  page presents the notional or contract  amounts
at March 31, 2000 and  December  31, 1999 and the credit risk  amounts  (the net
replacement  cost  of  contracts  in  a  gain  position)  of  the  Corporation's
derivative-dealer positions which are primarily executed in the over-the-counter
market for trading  purposes.  This table should be read in conjunction with the
"Market Risk  Management"  section on pages 42 through 46 and Note Eleven of the
Corporation's  1999 Annual Report on Form 10-K. The notional or contract amounts
indicate the total volume of transactions and significantly exceed the amount of
the  Corporation's  credit or market  risk  associated  with these  instruments.
Credit risk associated with  derivatives is measured as the net replacement cost
should the  counterparties  with contracts in a gain position to the Corporation
completely fail to perform under the terms of those contracts and any collateral
underlying  the  contracts  proves to be of no value.  The credit  risk  amounts
presented in the  following  table do not consider the value of any  collateral,
but generally take into consideration the effects of legally  enforceable master
netting agreements.
                                       12
<PAGE>

<TABLE>
<CAPTION>


- ----------------------------------------------------------------------------------------------------------------------
Derivative-Dealer Positions
- ----------------------------------------------------------------------------------------------------------------------
                                                            March 31, 2000                      December 31, 1999
                                               -----------------------------------------------------------------------
                                                        Contract/          Credit          Contract/          Credit
(Dollars in millions)                                   Notional            Risk           Notional            Risk
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                  <C>           <C>                   <C>
Interest rate contracts
Swaps                                                 $3,013,944           $4,684        $2,597,886            $5,691
Futures and forwards                                     819,897              107           644,795                58
Written options                                          439,287                -           560,070                 -
Purchased options                                        538,098            1,472           638,517             1,747
Foreign exchange contracts
Swaps                                                     58,138            1,513            55,278             1,058
Spot, futures and forwards                               651,277            4,201           537,719             3,298
Written options                                           33,563                -            28,450                 -
Purchased options                                         32,349              577            26,820               424
Commodity and other contracts
Swaps                                                     30,866            1,682            13,078             1,232
Futures and forwards                                      23,177               85            22,496                41
Written options                                           34,162                -            28,868                 -
Purchased options                                         39,380            4,939            32,216             4,890
Credit derivatives                                        25,966              124            19,028                70
- ----------------------------------------------------------------------------------------------------------------------
Total before cross-product netting                                         19,384                              18,509
Cross-product netting                                                       1,507                               2,454
- ----------------------------------------------------------------------------------------------------------------------
Net replacement cost                                                      $17,877                             $16,055
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


       The table above includes both long and short derivative-dealer positions.
The average  fair value of  derivative-dealer  assets for the three months ended
March 31, 2000 and for the year ended  December  31, 1999 was $18.9  billion and
$16.0  billion,  respectively.  The  average  fair  value  of  derivative-dealer
liabilities  for the three  months  ended  March 31, 2000 and for the year ended
December 31, 1999 was $17.6 billion and $16.5  billion,  respectively.  The fair
value of  derivative-dealer  assets at March 31, 2000 and  December 31, 1999 was
$17.9   billion   and   $16.1   billion,   respectively.   The  fair   value  of
derivative-dealer  liabilities at March 31, 2000 and December 31, 1999 was $17.8
billion  and  $16.2  billion,  respectively.  See  Note  Three  on  page 8 for a
discussion of trading-related revenue.

     During  the three  months  ended  March 31,  2000 and 1999,  there  were no
significant  credit losses  associated with derivative  contracts.  At March 31,
2000 and December 31, 1999,  there were no  nonperforming  derivative  positions
that were material to the Corporation.

       In addition to credit risk management  activities,  the Corporation  uses
credit  derivatives  to generate  revenue by taking on  exposure  to  underlying
credits.  The  Corporation  also provides  credit  derivatives to  sophisticated
customers  who wish to hedge  existing  credit  exposures or take on  additional
credit  exposure  to  generate  revenue.  The  Corporation's  credit  derivative
positions at March 31, 2000 and December  31, 1999  consisted of credit  default
swaps and total return swaps.




                                       13
<PAGE>


   Asset and Liability Management (ALM) Activities

     The table below  outlines the status of the  Corporation's  ALM activity at
March 31, 2000 and December 31, 1999.  It presents the notional  amount and fair
value of the Corporation's  open and closed ALM contracts.  This table should be
read in  conjunction  with the  "Market  Risk  Management"  section  on pages 42
through 46 and Note Eleven of the Corporation's 1999 Annual Report on Form 10-K.
<TABLE>
<CAPTION>


- -----------------------------------------------------------------------------------------------
                                                March 31, 2000             December 31, 1999
                                      ---------------------------------------------------------
                                             Notional     Fair            Notional       Fair
(Dollars in millions)                          Amount    Value              Amount      Value
- -----------------------------------------------------------------------------------------------
<S>                                        <C>          <C>             <C>            <C>
Open interest rate contracts
Receive fixed swaps                        $61,295      $(1,905)        $63,002        $(1,747)
Pay fixed swaps                             28,341          228          25,701            115
- -----------------------------------------------------------------------------------------------
Net open receive fixed                      32,954       (1,677)         37,301         (1,632)
Basis swaps                                  7,787           (2)          7,971             (6)
- -----------------------------------------------------------------------------------------------
Total net swap position                     40,741       (1,679)         45,272         (1,638)
Option products                             37,680           13          35,134              5
Futures and forwards                           884           (3)            931              3
- -----------------------------------------------------------------------------------------------
Total open interest rate contracts(1)                    (1,669)                        (1,630)
- -----------------------------------------------------------------------------------------------
Closed interest rate contracts
Swap positions                                              112                            174
Option products                                              72                             82
Futures and forwards                                        (20)                           (21)
- -----------------------------------------------------------------------------------------------
Total closed interest rate contracts(2)                     164                            235
- -----------------------------------------------------------------------------------------------
Net interest rate contract position                      (1,505)                        (1,395)
- -----------------------------------------------------------------------------------------------
Open foreign exchange contracts(1)           5,247          (67)          6,231            (30)
- -----------------------------------------------------------------------------------------------
Total ALM contracts                                     $(1,572)                       $(1,425)
- -----------------------------------------------------------------------------------------------
(1) Fair value represents the net unrealized losses on open contracts.
(2) Represents the unamortized net realized deferred gains associated with closed contracts.

</TABLE>

When-Issued Securities

     At March 31, 2000,  the  Corporation  had  commitments to purchase and sell
when-issued  securities of $17.4  billion and $26.6  billion,  respectively.  At
December  31,  1999,  the  Corporation  had  commitments  to  purchase  and sell
when-issued securities of $12.0 billion and $16.8 billion, respectively.

Litigation

     In the ordinary course of business,  the  Corporation and its  subsidiaries
are  routinely  defendants  in or parties to a number of pending and  threatened
legal actions and  proceedings,  including  actions brought on behalf of various
classes of claimants.  In certain of these actions and proceedings,  substantial
money damages are asserted  against the  Corporation  and its  subsidiaries  and
certain of these  actions and  proceedings  are based on alleged  violations  of
consumer protection, securities, environmental, banking and other laws.

     The  Corporation and certain present and former officers and directors have
been named as defendants in a number of actions filed in several  federal courts
that have been  consolidated  for pretrial  purposes  before a Missouri  federal
court. The amended  complaint in the consolidated  actions alleges,  among other
things,   that  the   defendants   failed  to  disclose   material  facts  about
BankAmerica's  losses relating to D.E. Shaw Securities  Group,  L.P. and related
entities until mid-October  1998, in violation of various  provisions of federal
and  state  laws.   The  amended   complaint   also   alleges   that  the  proxy
statement-prospectus  of August 4, 1998, falsely stated that the Merger would be
one of equals and alleges a scheme to have  NationsBank  gain  control  over the
newly merged entity. The Missouri federal court has certified classes consisting
generally of persons who were  stockholders  of  NationsBank  or  BankAmerica on
September 30, 1998, or were entitled to vote on the Merger,  or who purchased or
acquired  securities of the  Corporation or its  predecessors  between August 4,
1998 and October 13, 1998. The amended complaint substantially survived a motion
to   dismiss,    and   discovery   is   underway.    Claims


                                       14
<PAGE>

against certain director-defendants were dismissed with leave to replead.
Similar  uncertified class actions  (including one limited to California
residents raising the claim that the proxy  statement-prospectus  of August 4,
1998, falsely stated that the Merger would be one of equals) were filed in
California  state court,  alleging violations of the California  Corporations
Code and other state laws. The action on behalf of California  residents was
certified,  but has since been dismissed and an appeal is pending.  Of the
remaining actions,  one has been stayed, and a motion for class  certification
is pending in the other.  The Missouri  federal court has  recently  enjoined
prosecution  of that  action  as a class  action. Plaintiffs'  appeal of that
order is  pending.  The  Corporation  believes  the actions lack merit and will
defend them  vigorously.  The amount of any ultimate exposure cannot be
determined with certainty at this time.

     Management  believes that the actions and  proceedings  and the losses,  if
any,  resulting  from the final  outcome  thereof,  will not be  material in the
aggregate to the Corporation's financial position or results of operations.

Note Seven - Shareholders' Equity and Earnings Per Common Share

      On June 23, 1999,  the  Corporation's  Board of Directors  authorized  the
repurchase of up to 130 million shares of the  Corporation's  common stock at an
aggregate cost of up to $10.0 billion.  Through March 31, 2000, the  Corporation
had repurchased 98 million shares of its common stock in open market repurchases
and under accelerated share repurchase programs at an average per-share price of
$58.81,  which  reduced  shareholders'  equity by $5.8  billion.  The  remaining
buyback  authority  for common  stock under the  current  program  totaled  $4.2
billion or 32 million shares at March 31, 2000.

     Earnings per common  share is computed by dividing net income  available to
common   shareholders   by  the  weighted   average  common  shares  issued  and
outstanding.  For diluted  earnings per common  share,  net income  available to
common  shareholders  can be  affected  by the  conversion  of the  registrant's
convertible preferred stock. Where the effect of this conversion would have been
dilutive,  net  income  available  to common  shareholders  is  adjusted  by the
associated  preferred  dividends.  This  adjusted  net  income is divided by the
weighted  average number of common shares issued and outstanding for each period
plus amounts  representing the dilutive effect of stock options  outstanding and
the dilution  resulting  from the  conversion  of the  registrant's  convertible
preferred  stock,  if applicable.  The effect of convertible  preferred stock is
excluded from the computation of diluted earnings per common share in periods in
which the effect would be antidilutive.

                                       15
<PAGE>


      The  calculation  of earnings  per common  share and diluted  earnings per
common  share for the three  months  ended March 31, 2000 and 1999 is  presented
below:
<TABLE>
<CAPTION>


- -------------------------------------------------------------------------------------------------
                                                                           Three Months Ended
(Shares in thousands; dollars in millions,                                     March 31
                                                                    -----------------------------
except per share information)                                             2000           1999
- -------------------------------------------------------------------------------------------------
<S>                                                                        <C>           <C>
Earnings per common share
Net income                                                                 $2,240        $1,914
Preferred stock dividends                                                      (1)           (2)
- -------------------------------------------------------------------------------------------------
Net income available to common shareholders                                $2,239        $1,912
- -------------------------------------------------------------------------------------------------
Average common shares issued and outstanding                            1,669,311     1,737,562
- -------------------------------------------------------------------------------------------------
      Earnings per common share                                            $ 1.34        $ 1.10
- -------------------------------------------------------------------------------------------------
Diluted earnings per common share
Net income available to common shareholders                                $2,239        $1,912
Preferred stock dividends                                                       1             2
- -------------------------------------------------------------------------------------------------
Net income available to common shareholders and assumed
     conversions                                                           $2,240        $1,914
- -------------------------------------------------------------------------------------------------
Average common shares issued and outstanding                            1,669,311     1,737,562
- -------------------------------------------------------------------------------------------------
Incremental shares from assumed conversions:
      Convertible preferred stock                                           3,006         3,206
      Stock options                                                        16,001        38,940
- -------------------------------------------------------------------------------------------------
Dilutive potential common shares                                           19,007        42,146
- -------------------------------------------------------------------------------------------------
Total dilutive average common shares issued and outstanding             1,688,318     1,779,708
- -------------------------------------------------------------------------------------------------
      Diluted earnings per common share                                    $ 1.33        $ 1.08
- -------------------------------------------------------------------------------------------------
</TABLE>
                                       16
<PAGE>


Note Eight - Business Segment Information

    During the first  quarter of 2000,  the  Corporation  realigned its business
segments to report the results of the  Corporation's  operations  through  three
business segments:  Consumer and Commercial Banking, Asset Management and Global
Corporate and Investment  Banking.  Consumer and Commercial  Banking  provides a
wide array of products and services to individuals and small businesses  through
multiple  delivery  channels;  and  provides  commercial  lending  and  treasury
management  services to middle market  companies with annual revenue between $10
million and $500 million.  Asset Management  offers  customized asset management
and  credit,  financial  advisory,  fiduciary  and trust  services,  and banking
services;  management of equity, fixed income, cash and alternative  investments
to individuals, corporations and a wide array of institutional clients; and full
service and discount brokerage services. Global Corporate and Investment Banking
provides a broad array of financial products such as investment  banking,  trade
finance,  treasury management,  capital markets,  leasing and financial advisory
services to domestic and international corporations,  financial institutions and
government entities.

     The following  table  includes  revenue and net income for the three months
ended March 31, 2000 and 1999,  and total  assets at March 31, 2000 and 1999 for
each business segment:
<TABLE>
<CAPTION>



- --------------------------------------------------------------------------------------------------------------------
                                                           Consumer and
                                                        Commercial Banking (2)               Asset Management (2)
                                            ------------------------------------------------------------------------
(Dollars in millions)                                   2000               1999            2000              1999
- --------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>                 <C>              <C>
Net interest income (1)                                 $ 3,385          $ 3,453             $ 155            $ 135
Noninterest income                                        1,633            1,576               410              429
- --------------------------------------------------------------------------------------------------------------------
Total revenue                                             5,018            5,029               565              564
Provision for credit losses                                 380              352                11               19
Gains on sales of securities                                  -                1                 -                -
Amortization of intangibles                                 169              173                 6                6
Depreciation expense                                        172              192                14               17
Other noninterest expense                                 2,554            2,593               284              280
- --------------------------------------------------------------------------------------------------------------------
Income before income taxes                                1,743            1,720               250              242
Income tax expense                                          683              650                96               91
- --------------------------------------------------------------------------------------------------------------------
Net income                                              $ 1,060          $ 1,070             $ 154            $ 151
- --------------------------------------------------------------------------------------------------------------------
Period-end total assets                                $306,862         $281,235           $22,949          $20,325
- --------------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------------------------------------------
                                                          Global Corporate and
                                                         Investment Banking (2)                  Corporate Other
                                            ------------------------------------------------------------------------
(Dollars in millions)                                   2000               1999             2000              1999
- --------------------------------------------------------------------------------------------------------------------
Net interest income (1)                                   $ 975            $ 956              $ 80             $101
Noninterest income                                        1,925            1,218                78                -
- --------------------------------------------------------------------------------------------------------------------
Total revenue                                             2,900            2,174               158              101
Provision for credit losses                                  29              139                 -                -
Gains on sales of securities                                  3                -                 3              129
Amortization of intangibles                                  42               43                 -                -
Depreciation expense                                         53               61                 -                -
Other noninterest expense                                 1,272            1,090                57               (2)
- --------------------------------------------------------------------------------------------------------------------
Income before income taxes                                1,507              841               104              232
Income tax expense                                          547              295                38               85
- --------------------------------------------------------------------------------------------------------------------
Net income                                                $ 960            $ 546              $ 66            $ 147
- --------------------------------------------------------------------------------------------------------------------
Period-end total assets                                $234,899         $219,279           $91,403          $93,406
- --------------------------------------------------------------------------------------------------------------------
(1)  Net interest income is presented on a taxable-equivalent basis.
(2)  There were no material intersegment revenues among the three business segments.

</TABLE>
                                       17
<PAGE>


     A  reconciliation  of the segments' net income to  consolidated  net income
follows:
<TABLE>
<CAPTION>


- -----------------------------------------------------------------------------------------
                                                                   Three Months Ended
                                                                        March 31
                                                            -----------------------------
(Dollars in millions)                                                2000          1999
- -----------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>
Segments' net income                                                $2,174        $1,767
Adjustments, net of taxes:
Earnings associated with unassigned capital                             49            65
Gains on sales of securities                                             2            82
Other                                                                   15             -
- -----------------------------------------------------------------------------------------
    Consolidated net income                                         $2,240        $1,914
- -----------------------------------------------------------------------------------------
</TABLE>

                                       18

<PAGE>


- --------------------------------------------------------------------------------
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION
- --------------------------------------------------------------------------------
     This report on Form 10-Q contains certain  forward-looking  statements that
are subject to risks and uncertainties and include information about possible or
assumed  future  results of  operations.  Many possible  events or factors could
affect the future  financial  results and performance of the  Corporation.  This
could cause results or performance to differ  materially from those expressed in
our  forward-looking  statements.   Words  such  as  "expects",   "anticipates",
"believes",  "estimates", variations of such words and other similar expressions
are intended to identify such forward-looking  statements.  These statements are
not guarantees of future  performance and involve  certain risks,  uncertainties
and assumptions which are difficult to predict.  Therefore,  actual outcomes and
results  may differ  materially  from what is  expressed  or  forecasted  in, or
implied by, such forward-looking  statements.  Readers of the Corporation's Form
10-Q  should  not rely  solely  on the  forward-looking  statements  and  should
consider all uncertainties  and risks discussed  throughout this report, as well
as those discussed in the  Corporation's  1999 Annual Report on Form 10-K. These
statements  are  representative  only on the date  hereof,  and the  Corporation
undertakes no obligation to update any forward-looking statements made.

     The possible  events or factors  include the following:  the  Corporation's
loan  growth  is   dependent  on  economic   conditions,   as  well  as  various
discretionary  factors,  such as  decisions  to  securitize,  sell,  or purchase
certain  loans or loan  portfolios;  syndications  or  participations  of loans;
retention  of  residential  mortgage  loans;  and the  management  of  borrower,
industry,  product  and  geographic  concentrations  and  the  mix of  the  loan
portfolio.  The rate of  charge-offs  and  provision  expense can be affected by
local, regional and international economic and market conditions, concentrations
of borrowers, industries, products and geographic locations, the mix of the loan
portfolio and  management's  judgments  regarding the  collectibility  of loans.
Liquidity  requirements  may  change as a result of  fluctuations  in assets and
liabilities and off-balance  sheet exposures,  which will impact the capital and
debt  financing  needs  of the  Corporation  and  the  mix of  funding  sources.
Decisions to purchase,  hold or sell  securities are also dependent on liquidity
requirements  and  market  volatility,  as  well as on-  and  off-balance  sheet
positions.  Factors that may impact  interest rate risk include local,  regional
and international economic conditions,  levels, mix, maturities, yields or rates
of assets and  liabilities,  utilization  and  effectiveness  of  interest  rate
contracts and the wholesale and retail funding sources of the  Corporation.  The
Corporation  is also  exposed to the  potential  of losses  arising from adverse
changes  in market  rates and  prices  which can  adversely  impact the value of
financial products,  including securities,  loans, deposits, debt and derivative
financial  instruments,  such as  futures,  forwards,  swaps,  options and other
financial instruments with similar characteristics.

      In  addition,  the  banking  industry  in  general  is  subject to various
monetary and fiscal policies and regulations,  which include those determined by
the Federal  Reserve  Board,  the Office of the  Comptroller  of  Currency,  the
Federal Deposit Insurance Corporation, state regulators and the Office of Thrift
Supervision,  whose  policies and  regulations  could  affect the  Corporation's
results.  Other  factors  that may  cause  actual  results  to  differ  from the
forward-looking statements include the following:  competition with other local,
regional and  international  banks,  thrifts,  credit  unions and other  nonbank
financial  institutions,  such as investment banking firms,  investment advisory
firms, brokerage firms, investment companies and insurance companies, as well as
other entities which offer financial  services,  located both within and outside
the United States and through  alternative  delivery  channels such as the World
Wide Web; interest rate,  market and monetary  fluctuations;  inflation;  market
volatility;   general  economic   conditions  and  economic  conditions  in  the
geographic   regions  and   industries  in  which  the   Corporation   operates;
introduction  and  acceptance  of new  banking-related  products,  services  and
enhancements;  fee  pricing  strategies,  mergers  and  acquisitions  and  their
integration  into the Corporation and  management's  ability to manage these and
other risks.



                                       19
<PAGE>



Overview

     The Corporation is a bank holding company and a financial  holding company,
headquartered  in  Charlotte,   North  Carolina.   The  Corporation  provides  a
diversified range of banking and nonbanking financial services and products both
domestically and internationally through three major business segments: Consumer
and Commercial  Banking,  Asset  Management and Global  Corporate and Investment
Banking.  At March 31,  2000,  the  Corporation  had $656  billion in assets and
approximately 153,000 full-time equivalent employees.

     Significant  changes  in  the  Corporation's   results  of  operations  and
financial position are described in the following sections.

     Refer to Table One for selected  financial  data for the three months ended
March 31, 2000 and 1999.

Key performance highlights for the three months ended March 31, 2000 were:

o    Net income  totaled $2.2 billion,  or $1.33 per common share  (diluted) for
     the three  months  ended March 31, 2000,  an increase of $326  million,  or
     $0.25 per  common  share  (diluted)  from the same  period  in 1999.  Total
     revenue for the three  months  ended March 31, 2000 was $8.64  billion,  an
     increase of $773 million from the comparable 1999 period.

o    The return on average common shareholders' equity was 19.59 percent for the
     three months ended March 31, 2000, an increase of 281 basis points compared
     to the same period in 1999.

o    Cash basis  ratios  measure  performance  excluding  goodwill  and other
     intangible assets and their related  amortization  expense. Cash basis
     diluted  earnings  per common  share were $1.46 for the three months ended
     March 31, 2000,  an increase of $0.26 per share compared to the same period
     in 1999.  Return on average  tangible  common  shareholders' equity was
     30.83 percent for the three months ended March 31, 2000, an increase of 339
     basis points from the same period in 1999.  The cash basis  efficiency
     ratio was 50.98  percent for the three months ended March 31, 2000, an
     improvement  of 278 basis points from the comparable  1999  period,  due to
     a 26 percent  increase  in  noninterest  income  combined  with a slight
     increase in noninterest expense of four percent.

o    Net interest income on a taxable-equivalent basis was $4.6 billion for the
     three months ended March 31,  2000,  a one percent  decrease from a year
     earlier,  but one percent  above the three  months ended December 31, 1999.
     Loan growth and higher  levels of core  deposits and equity were offset by
     the impact of asset  securitizations  and loan sales during 1999, spread
     compression and share  repurchases.  Average managed  loans and leases were
     $406 billion,  a nine percent  increase  from the  respective  1999 period,
     primarily due to a 19 percent increase in consumer loans and leases.
     Average  domestic  deposits grew to $295  billion, a $5.8 billion increase
     from the same period in 1999.  The net  interest  yield was 3.27 percent
     for the three  months ended March 31, 2000,  a 31 basis point  decline from
     the  comparable  1999 period.  The decrease was primarily  due to a higher
     level of lower  yielding  trading-related  assets and investment securities
     combined with spread compression and the cost of share repurchases.

o    The  provision  for credit losses for the three months ended March 31, 2000
     was $420 million,  a $90 million  decrease  from the same 1999 period.  Net
     charge-offs  decreased to $420 million or 0.45 percent of average loans and
     leases,  for the three  months  ended  March 31,  2000,  a decrease  of $99
     million  or 13  basis  points  from  the  comparable  1999  period,  mainly
     reflecting lower bankcard net charge-offs.  Nonperforming  assets were $3.5
     billion or 0.91 percent of loans, leases and foreclosed properties at March
     31, 2000, a $361 million or five basis point  increase from March 31, 1999.
     The allowance  for credit losses  totaled $6.8 billion at March 31, 2000, a
     decrease of $296 million from March 31, 1999.

o    Securities gains were $6 million for the three months ended March 31, 2000,
     compared to $130 million in the respective 1999 period.
                                       20
<PAGE>

o    Noninterest  income was $4.0  billion for the three  months ended March 31,
     2000, an $823 million  increase from the comparable 1999 period,  primarily
     due to the Corporation's  strategy to expand customer relationships through
     both  traditional  banking and other financial  service  products.  Trading
     profits were $724 million, a $224 million increase from the comparable 1999
     period. Investment banking income increased to $397 million, a $164 million
     increase from the comparable 1999 period, primarily due to higher levels of
     securities  underwriting  fees.  Equity  investment gains increased to $563
     million  for the three  months  ended March 31,  2000,  an increase of $408
     million from the same 1999 period.

o    Noninterest  expense was $4.6  billion for the three months ended March 31,
     2000, a $170 million  increase from the respective 1999 period,  reflecting
     higher  revenue-related incentive  compensation  as  well  as  spending  on
     projects to improve sales and service,  which was partially  offset by cost
     reductions  resulting from recent mergers. The efficiency ratio improved to
     53.49  percent for the three months ended March 31, 2000, a 310 basis point
     improvement from the same period in 1999.

      The remainder of management's discussion and analysis of the Corporation's
 results of operations  and financial  condition  should be read in  conjunction
 with the consolidated financial statements and related notes presented on pages
 2 through 18.
                                       21
<PAGE>
<TABLE>
<CAPTION>

Table One
Selected Financial Data
- ----------------------------------------------------------------------------------------------------------------

                                                                                         Three Months
                                                                                        Ended March 31
                                                                                --------------------------------
(Dollars in millions, except per share information)                                 2000              1999
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                 <C>
Income statement
Interest income                                                                     $ 10,086            $ 9,201
Interest expense                                                                       5,562              4,601
Net interest income                                                                    4,524              4,600
Net interest income (taxable-equivalent basis)                                         4,595              4,645
Provision for credit losses                                                              420                510
Gains on sales of securities                                                               6                130
Noninterest income                                                                     4,046              3,223
Other noninterest expense                                                              4,623              4,453
Income before income taxes                                                             3,533              2,990
Income tax expense                                                                     1,293              1,076
Net income                                                                             2,240              1,914
Net income available to common shareholders                                            2,239              1,912
Average common shares issued and outstanding (in thousands)                        1,669,311          1,737,562
Performance ratios
Return on average assets                                                                1.38  %            1.27  %
Return on average common shareholders' equity                                          19.59              16.78
Total equity to total assets (period-end)                                               6.90               7.62
Total average equity to total average assets                                            7.07               7.59
Efficiency ratio                                                                       53.49              56.59
Dividend payout ratio                                                                  37.16              40.90
Per common share data
Earnings                                                                            $   1.34            $  1.10
Diluted earnings                                                                        1.33               1.08
Cash dividends paid                                                                      .50                .45
Book value                                                                             27.28              26.86
Cash basis financial data (1)
Earnings per common share                                                               1.47               1.23
Diluted earnings per common share                                                       1.46               1.20
Return on average tangible assets                                                       1.55  %            1.46  %
Return on average tangible common shareholders' equity                                 30.83              27.44
Efficiency ratio                                                                       50.98              53.76
Ending tangible equity to tangible assets                                               4.90               5.38
Balance sheet (period-end)
Total loans and leases                                                              $382,085           $363,102
Total assets                                                                         656,113            614,245
Total deposits                                                                       351,626            343,317
Long-term debt                                                                        62,059             50,899
Trust preferred securities                                                             4,955              4,954
Common shareholders' equity                                                           45,222             46,761
Total shareholders' equity                                                            45,299             46,831
Risk-based capital ratios (period-end)
Tier 1 capital                                                                          7.42  %            7.40  %
Total capital                                                                          11.00              11.17
Leverage ratio                                                                          6.17               6.47
Market price per share of common stock
 Closing                                                                           $52  7/16           $70  5/8
 High                                                                               55  3/16            74  1/2
 Low                                                                                42  5/16            59  1/2
- ----------------------------------------------------------------------------------------------------------------
(1) Cash basis calculations exclude goodwill and other intangible assets and their related amortization expense.
</TABLE>

                                       22
<PAGE>

Business Segment Operations

     The  Corporation  provides a  diversified  range of banking and  nonbanking
financial  services and products  through its various  subsidiaries.  During the
first quarter of 2000, the Corporation realigned its business segments to report
the results of the  Corporation's  operations  through three business  segments:
Consumer and Commercial  Banking,  Asset  Management,  and Global  Corporate and
Investment Banking.

     The business segments  summarized in Table Two are primarily managed with a
focus on various  performance  objectives  including total revenue,  net income,
return on average equity and efficiency.  These performance  objectives are also
presented  on a cash basis,  which  excludes  the impact of  goodwill  and other
intangible assets and their related amortization expense. Total revenue includes
net interest income on a  taxable-equivalent  basis and noninterest  income. The
net  interest  yield of the  business  segments  reflects the results of a funds
transfer  pricing  process which derives net interest  income by matching assets
and   liabilities   with  similar   interest  rate   sensitivity   and  maturity
characteristics.  Equity capital is allocated to each business  segment based on
an assessment of its inherent risk.

     See Note  Eight of the  consolidated  financial  statements  on page 17 for
additional  business  segment  information and  reconciliations  to consolidated
amounts.

<TABLE>
<CAPTION>

Table Two
Business Segment Summary
- ------------------------------------------------------------------------------------------------------------------------------------
For the Three Months Ended March 31          Consumer and                                                Global Corporate and
                                          Commercial Banking               Asset Management               Investment Banking
                                     -----------------------------------------------------------------------------------------------
(Dollars in millions)                    2000            1999            2000             1999           2000            1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>              <C>            <C>             <C>            <C>
Total revenue                            $  5,018        $  5,029         $    565       $    564        $  2,900       $  2,174
Net income                                  1,060           1,070              154            151             960            546
Cash basis earnings                         1,228           1,243              160            158           1,002            589
Net interest yield                           5.02  %         5.35  %          2.89  %        2.95  %         2.00  %        2.09  %
Average equity to average assets             8.01            8.14             7.83           8.78            6.25           6.47
Return on average equity                     17.8            18.6             35.6           36.1            26.0           15.4
Return on tangible equity                    25.9            27.5             41.2           42.3            30.0           18.5
Efficiency ratio                             57.7            58.8             53.8           53.6            47.1           54.9
Cash basis efficiency ratio                  54.4            55.4             52.7           52.5            45.7           52.9
Average:
    Total loans and leases               $248,480        $229,958         $ 20,724        $17,744        $107,507       $113,800
    Total deposits                        253,061         250,631           10,967         12,343          66,463         65,858
    Total assets                          299,360         287,207           22,264         19,390         237,567        222,657
Period-end:
    Total loans and leases                254,363         233,758           21,172         18,298         106,577        111,854
    Total deposits                        260,439         252,356           11,757         12,487          65,974         65,389
    Total assets                          306,862         281,235           22,949         20,325         234,899        219,279
- ------------------------------------------------------------------------------------------------------------------------------------


</TABLE>
Consumer and Commercial Banking

      The major  components  of this segment are the Banking  Regions,  Consumer
Products and Commercial Banking.
                                       23
<PAGE>
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------
For the Three Months Ended March 31          Consumer and
                                          Commercial Banking
                                    ---------------------------------
(Dollars in millions)                  2000             1999
- ---------------------------------------------------------------------
<S>                                      <C>              <C>
Total revenue                            $5,018           $5,029
Cash basis earnings                       1,228            1,243
Cash basis efficiency ratio                54.4 %           55.4 %
- ---------------------------------------------------------------------
</TABLE>
o    Total revenue declined $11 million driven by lower  taxable-equivalent  net
     interest income, partially offset by higher noninterest income.
     o   Taxable-equivalent   net  interest   income   declined  due  to  margin
         compression, loan sales and securitizations.
     o   Noninterest income rose led by higher credit card income.
o    Cash  basis  earnings  decreased  due to lower  total  revenue  and  higher
     provision expense, partially offset by lower noninterest expense.
     o   Provision   expense  increased  $28  million  primarily driven  by
         loan  growth.
     o   Noninterest  expense  decreased  $59 million as further  merger-related
         savings resulted in decreases across most expense categories.

Banking Regions

     Banking Regions serve  approximately 30 million  consumer  households in 21
states and the District of Columbia and overseas  through its extensive  network
of over 4,500 banking centers,  14,000 ATM's,  telephone and Internet  channels.
Banking  Regions  provides  a wide array of  products  and  services,  including
deposit products such as checking,  money market savings accounts, time deposits
and IRA's;  and credit  products such as home equity,  personal auto and student
loans and auto leasing.  Banking  Regions also includes small  business  banking
providing treasury  management,  credit services,  community  investment,  card,
e-commerce and brokerage services to over 2 million small business relationships
across the franchise.

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------
For the Three Months Ended March 31
                                                Banking Regions
                                        ----------------------------------
(Dollars in millions)                       2000             1999
- --------------------------------------------------------------------------
<S>                                           <C>              <C>
Total revenue                                 $2,904           $2,854
Cash basis earnings                              683              659
Cash basis efficiency ratio                     61.3 %           63.5 %
- --------------------------------------------------------------------------
</TABLE>
o    Total  revenue rose 2% as an increase in  noninterest  income was partially
     offset by a decrease in taxable-equivalent net interest income.
     o    Taxable-equivalent net interest income decreased $18 million due to
          compression in the net interest margin and loan sales throughout 1999.
     o    Noninterest income increased $68 million primarily reflecting higher
          debit card income.
o    Cash  basis  earnings  increased  4%,  primarily  due to the  increase  in
     revenue  and a decrease  in noninterest expense of $32 million driven by
     merger-related savings.

Consumer Products

     Consumer Products provides specialized services such as the origination and
servicing of residential  mortgage  loans,  issuance and servicing of credit and
debit cards,  direct  banking via telephone and  Internet,  student  lending and
certain insurance services. Consumer Products also provides consumer home equity
and auto loans, retail finance programs to dealerships and lease financing of
new and used cars.
                                       24
<PAGE>
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------
For the Three Months Ended March 31
                                                Consumer Products
                                        ----------------------------------
(Dollars in millions)                          2000             1999
- --------------------------------------------------------------------------
<S>                                           <C>              <C>
Total revenue                                 $1,328           $1,452
Cash basis earnings                              325              372
Cash basis efficiency ratio                     44.8 %           44.3 %
- --------------------------------------------------------------------------
</TABLE>

o    Total revenue fell 9% due to a $69 million  decrease in  taxable-equivalent
     net interest income, resulting primarily from a shift in the loan portfolio
     mix to lower spread products as a result of loan sales and  securitizations
     in 1999.
     o    Noninterest income decreased $55 million primarily due to
          securitization gains in the first quarter of 1999.
o    Cash basis earnings declined 13%,  primarily due to the decrease in total
     revenue, partially offset by a decrease in noninterest  expense related to
     lower marketing expense,  reflecting timing differences  in  marketing
     efforts across  the  Corporation, and  lower equipment expense.

Commercial Banking

     Commercial Banking provides commercial lending and treasury management
services to middle market companies with annual revenue between $10 million and
$500 million. These services are available through relationship manager teams as
well as through alternative channels such as the telephone via the commercial
service center and the Internet by accessing Bank of America Direct.
<TABLE>
<CAPTION>


- --------------------------------------------------------------------------
For the Three Months Ended March 31
                                              Commercial Banking
                                        ----------------------------------
(Dollars in millions)                       2000             1999
- --------------------------------------------------------------------------
<S>                                             <C>              <C>
Total revenue                                   $786             $723
Cash basis earnings                              220              212
Cash basis efficiency ratio                     45.0 %           45.8 %
- --------------------------------------------------------------------------
</TABLE>



o    Total revenue  increased 9% primarily due to an increase of $44 million in
     noninterest  income  reflecting  higher  investment banking income.
     o    As a result of loan growth,  taxable-equivalent  net interest  income
     increased $19 million.
o    Cash basis  earnings  rose  slightly  because  the  increase in revenue was
     partially offset by an increase in provision for loan losses of $25
     million and a $21 million increase in noninterest expense as a result of
     higher investment banking expense.


Asset Management

     Asset  Management  includes  the  Private  Bank,  Banc of  America  Capital
Management and Banc of America Investment Services, Inc. The Private Bank offers
financial  solutions to  high-net-worth  clients and foundations in the U.S. and
internationally by providing  customized asset management and credit,  financial
advisory,  fiduciary and trust services,  and banking services.  Banc of America
Capital  Management,  offering  management of equity,  fixed income,  cash,  and
alternative  investments,  manages  the  assets  of  individuals,  corporations,
municipalities,   foundations   and   universities,   and  public  and   private
institutions  as  well  as  provides  advisory  services  to  the  Corporation's
affiliated family of mutual funds.  Banc of America  Investment  Services,  Inc.
provides both full-service and discount  brokerage  services through  investment
professionals  located  throughout  the  franchise and a brokerage web site that
provides

                                       25
<PAGE>
customers a wide array of market  analyses,  investment  research  and
self-help tools, as well as account information and transaction capabilities.

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------
For the Three Months Ended March 31
                                                  Asset Management
                                        ----------------------------------
(Dollars in millions)                          2000             1999
- --------------------------------------------------------------------------
<S>                                             <C>              <C>
Total revenue                                   $565             $564
Cash basis earnings                              160              158
Cash basis efficiency ratio                     52.7 %           52.5 %
- --------------------------------------------------------------------------

</TABLE>

o    Total revenue remained  essentially flat at $565 million,  due to higher
     taxable-equivalent  net interest income fully offset by lower noninterest
     income.
     o    Taxable-equivalent  net interest  income  increased $20 million
          reflecting strong loan growth in commercial and  residential mortgage
          loans.
     o    Noninterest  income  decreased  as  1999  results  included  gains  on
          the disposition  of  certain  businesses,  partially  offset  by
          significantly increased  investment  and  brokerage  services  income
          which was driven by market growth.


Global Corporate and Investment Banking

         Global  Corporate  and  Investment  Banking  provides a broad  array of
financial  products  such  as  investment  banking,   trade  finance,   treasury
management, capital markets, leasing and financial advisory services to domestic
and international corporations,  financial institutions and government entities.
Clients  are  supported  through  offices  in  37  countries  in  four  distinct
geographic regions:  U.S. and Canada; Asia; Europe,  Middle East and Africa; and
Latin America.  Products and services  provided include loan  origination, debt
and equity underwriting and trading, cash management,  derivatives,  foreign
exchange,  leasing, leveraged finance, project finance,  real estate finance,
senior bank debt,  structured  finance and trade services.

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------
For the Three Months Ended March 31           Global Corporate and
                                                Investment Banking
                                        ----------------------------------
(Dollars in millions)                         2000             1999
- --------------------------------------------------------------------------
<S>                                           <C>              <C>
Total revenue                                 $2,900           $2,174
Cash basis earnings                            1,002              589
Cash basis efficiency ratio                     45.7 %           52.9 %
- --------------------------------------------------------------------------

</TABLE>

o    Total revenue rose 33% over 1999 led by higher noninterest income.
     o   Noninterest  income  rose 58% as a result  of  strong  trading  results
         driven by customer flow and market volatility,  equity investment gains
         driven  by  appreciation  of $189  million  and  gains  on  sales,  and
         investment banking activities.
o    Cash basis  earnings were up 70% over first quarter 1999 due to an increase
     in  noninterest  income and a decrease in the  provision  for credit losses
     which was partially offset by a 15% increase in noninterest expense.
     o   Provision  expense improved $110 million due primarily to reduction in
         the size and risk of the international  portfolio.
     o   Noninterest expense increased reflecting higher revenue-related
         incentive compensation.
                                       26
<PAGE>
         Global Corporate and Investment  Banking offers clients a comprehensive
range of global  capabilities  through five components:  Global Credit Products,
Global Capital Raising,  Global Markets,  Global Treasury Services and Principal
Investing.

Global Credit Products

Global Credit  Products  provides  credit and lending  services and includes the
corporate  industry-focused portfolio, real estate, leasing and project finance.

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------
For the Three Months Ended March 31
                                               Global Credit Products
                                        ----------------------------------
(Dollars in millions)                          2000             1999
- --------------------------------------------------------------------------
<S>                                             <C>              <C>
Total revenue                                   $726             $737
Cash basis earnings                              291              279
Cash basis efficiency ratio                     23.2 %           25.3 %
- --------------------------------------------------------------------------
</TABLE>
o    Total revenue  declined 1% primarily as a result of a $20 million  decrease
     in  taxable-equivalent  net interest income due to strategic  reductions in
     foreign and commercial loan portfolios.
o    Cash basis earnings increased 4% due to a decrease in noninterest expense
     as a result of  merger-related savings.

Global Capital Raising

         Global Capital  Raising  houses the  Corporation's  investment  banking
activities.  Through a  separate  subsidiary,  Banc of America  Securities  LLC,
formerly  NationsBanc   Montgomery   Securities  LLC,  Global  Capital  Raising
underwrites  and makes markets in equity  securities,  high-grade and high-yield
corporate debt securities,  commercial paper,  mortgage-backed  and asset-backed
securities.  Banc of America Securities LLC also provides correspondent clearing
services  for other  securities  broker/dealers,  offers  traditional  brokerage
service to high-net-worth  individuals, provides prime-brokerage services and
makes markets in equity derivatives.  Debt and equity securities research,  loan
syndications, mergers and acquisitions advisory services, private placements
and equity derivatives are also provided through Banc of America Securities LLC.

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------
For the Three Months Ended March 31
                                              Global Capital Raising
                                        ----------------------------------
(Dollars in millions)                          2000             1999
- --------------------------------------------------------------------------
<S>                                             <C>              <C>
Total revenue                                   $803             $474
Cash basis earnings                              189               29
Cash basis efficiency ratio                     71.8 %           90.9 %
- --------------------------------------------------------------------------
</TABLE>


o    Total revenue rose 69% as a result of a 57% rise in noninterest  income led
     by  investment  banking  income  due  to  growth  in  syndications,  equity
     underwriting and advisory services. In addition, volatility in the equities
     markets drove trading  account profits higher in both equity securities and
     derivatives.

o    The   growth   in   revenue   was   partially   offset  by   increases   in
     revenue-related incentive  compensation  yet  producing  $160  million
     return over the prior period in cash basis earnings.
                                       27
<PAGE>
Global Markets

         Global Markets provides  business  solutions for a global customer base
using  interest  rate   derivatives,   foreign  exchange   products,   commodity
derivatives and  mortgage-related  products.  In support of these activities the
businesses will take  positions in these products and capitalize on
market-making activities.  The Global Markets business also takes an active role
in the trading of fixed income  securities in all of the regions in which Global
Corporate  and Investment  Banking transacts business and is a primary dealer in
the U.S. as well as in several international locations.
<TABLE>
<CAPTION>


- --------------------------------------------------------------------------
For the Three Months Ended March 31
                                                   Global Markets
                                        ----------------------------------
(Dollars in millions)                           2000             1999
- --------------------------------------------------------------------------
<S>                                             <C>              <C>
Total revenue                                   $594             $522
Cash basis earnings                              191              182
Cash basis efficiency ratio                     50.2 %           47.8 %
- --------------------------------------------------------------------------

</TABLE>
o    Total  revenue  increased  14% driven  primarily  by  increases  in trading
     account profits due to strong  customer  activity in both the interest rate
     and foreign currency markets.
o    Cash basis earnings increased 5% as noninterest expense increased 20%
     driven primarily by revenue-related incentive compensation.

Global Treasury Services

         Global  Treasury  Services  provides  the  technology,  strategies  and
integrated  solutions  to  help  public  and  private  companies  of all  sizes,
financial  institutions and government agencies manage their operations and cash
flows on a local, regional, national and global level.
<TABLE>
<CAPTION>


- --------------------------------------------------------------------------
For the Three Months Ended March 31
                                              Global Treasury Services
                                        ----------------------------------
(Dollars in millions)                          2000             1999
- --------------------------------------------------------------------------
<S>                                             <C>              <C>
Total revenue                                   $334             $328
Cash basis earnings                               77               44
Cash basis efficiency ratio                     76.6 %           80.0 %
- --------------------------------------------------------------------------
</TABLE>

o    Total revenue rose 2% due to an increase in noninterest  income of $12
     million  primarily  attributable  to corporate  service charges.
o    Cash basis earnings  increased 75% as credit upgrades in the international
     portfolio  resulted in a decrease in the provision for credit losses.



                                       28
<PAGE>

Principal Investing

         Principal   Investing  invests  in  both  direct  and  indirect  equity
investments  in a wide  variety of  transactions.  Domestic  activities  include
investments from early-stage seed capital to mezzanine financing, late-stage and
buyout investments. International investing focuses on established businesses in
Asia,  Europe and Latin America  delivering  strategic and financial  guidance,
broad business experience and access to our global resources.

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------
For the Three Months Ended March 31
                                                Principal Investing
                                        ----------------------------------
(Dollars in millions)                          2000             1999
- --------------------------------------------------------------------------
<S>                                             <C>              <C>
Total revenue                                   $443             $113
Cash basis earnings                              254               55
Cash basis efficiency ratio                      5.6 %           19.5 %
- --------------------------------------------------------------------------
</TABLE>
o    Total revenue and cash basis earnings increased due to higher equity
     investment gains, which were  driven by  appreciation  of $189  million,
     with the  remainder attributable to gains on sales.






                                       29
<PAGE>


Results of Operations

Net Interest Income

      An   analysis   of   the   Corporation's   net   interest   income   on  a
taxable-equivalent  basis and  average  balance  sheet for the most  recent five
quarters is presented in Table Three.

      As reported,  net interest income on a  taxable-equivalent  basis was $4.6
billion for the three  months  ended March 31,  2000,  a decrease of $50 million
compared to the same period in 1999.  Management also reviews "core net interest
income",   which  adjusts  reported  net  interest  income  for  the  impact  of
trading-related activities,  securitizations,  asset sales and divestitures. For
purposes of internal analysis,  management combines trading-related net interest
income with trading revenue,  as discussed in the  "Noninterest  Income" section
below,  as trading  strategies  are typically  evaluated on total  revenue.  The
determination  of core net  interest  income also  requires  adjustment  for the
impact of  securitizations  (primarily home equity and credit card), asset sales
(primarily  residential and commercial real estate loans) and divestitures.  Net
interest  income   associated   with  assets  that  have  been   securitized  is
predominantly offset in noninterest income, as the Corporation takes on the role
of servicer and records  servicing  income and gains on  securitizations,  where
appropriate.

     The table below provides a reconciliation  between net interest income on a
taxable-equivalent  basis  presented in Table Three and core net interest income
for the three months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------
                                                                                Three Months Ended              Increase/
                                                                                       March 31                 (Decrease)
                                                                            -------------------------------
(Dollars in millions)                                                           2000                 1999
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>             <C>
Net interest income
As reported (1)                                                                $ 4,595             $ 4,645         (1.08)%
Less: Trading-related net interest income                                         (217)               (167)
Add: Impact of securitizations, asset sales and divestitures                       103                   4
- -----------------------------------------------------------------------------------------------------------------------------
Core net interest income                                                       $ 4,481             $ 4,482         (0.02)%
- -----------------------------------------------------------------------------------------------------------------------------
Average earning assets
As reported                                                                  $ 563,170            $523,682          7.54 %
Less: Trading-related earning assets                                          (112,376)            (81,592)
Add: Earning assets securitized, sold and divested                              13,345                 273
- -----------------------------------------------------------------------------------------------------------------------------
Core average earning assets                                                  $ 464,139            $442,363          4.92 %
- -----------------------------------------------------------------------------------------------------------------------------

Net yield on earning assets (1,2)
As reported                                                                       3.27 %              3.58 %         (31)bp
Add: Impact of trading-related activities                                         0.60                0.51             9
         Impact of securitizations, asset sales and divestitures                     -                   -             -
- -----------------------------------------------------------------------------------------------------------------------------
Core net interest yield on earning assets                                         3.87 %              4.09 %         (22)bp
- -----------------------------------------------------------------------------------------------------------------------------
(1) Net interest income is presented on a taxable-equivalent basis.
(2) bp denotes basis points; 100 bp equals 1%.


</TABLE>


     Core net interest income on a taxable-equivalent basis remained essentially
unchanged at $4.5 billion for the three months ended March 31, 2000  compared to
the  respective  1999  period.  Managed loan  growth,  particularly  in consumer
products,  and higher  levels of core  deposits  and equity did not fully offset
changing rates and spread compression and share repurchases.

     Core average  earning assets  increased $21.8 billion to $464.1 billion for
the three  months  ended  March 31,  2000  compared  to the same period in 1999,
primarily  reflecting  managed loan growth of nine percent and higher  levels of
investment  securities.  Managed  consumer  loans  increased 19 percent,  led by
growth in  residential  first  mortgages  and  real-estate  secured  loans of 31
percent  and 35 percent,  respectively.  Loan  growth is  dependent  on economic
conditions,  as well as various  discretionary  factors,  such as  decisions  to
securitize  certain loan  portfolios and the  management of borrower,  industry,
product and geographic concentrations.



                                       30
<PAGE>

      The core net interest yield  decreased 22 basis points to 3.87 percent for
the three months ended March 31, 2000 from the  respective  1999 period,  mainly
due to a higher level of lower  yielding  investment  securities  combined  with
spread compression and the cost of share repurchases.

Provision for Credit Losses

     The provision  for credit losses  totaled $420 million for the three months
ended March 31, 2000,  compared to $510 million for the same period in 1999. The
decrease in the  provision for credit losses was primarily due to a reduction in
the inherent risk and size of the Corporation's emerging markets portfolio and a
change in the  composition of the loan portfolio from  commercial  real estate -
domestic,  commercial  - foreign  and credit card to more  consumer  residential
mortgage  loans.  Total net  charge-offs  were $420 million for the three months
ended March 31, 2000.  For  additional  information  on the allowance for credit
losses, certain credit quality ratios and credit quality information on specific
loan categories,  see the "Credit Risk Management and Credit  Portfolio  Review"
section beginning on page 41.

Gains on Sales of Securities

     Gains on sales of  securities  were $6 million for the three  months  ended
March 31, 2000,  compared to $130 million for the corresponding  period in 1999.
The decrease  was the result of  continued  unfavorable  market  conditions  for
certain debt securities.


                                       31
<PAGE>
<TABLE>
<CAPTION>


- ------------------------------------------------------------------------------------------------------------------------
Table Three
- ------------------------------------------------------------------------------------------------------------------------
Quarterly Average Balances and Interest Rates - Taxable-Equivalent Basis
- ------------------------------------------------------------------------------------------------------------------------
                                                               First Quarter 2000             Fourth Quarter 1999
                                                            ------------------------------------------------------------
                                                                       Interest                       Interest
                                                            Average    Income/   Yield/     Average   Income/  Yield/
(Dollars in millions)                                       Balance    Expense    Rate      Balance   Expense   Rate
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>         <C>      <C>       <C>       <C>    <C>
Earning assets
Time deposits placed and other short-term investments          $4,504      $ 75     6.65 %    $4,512    $ 73   6.33 %
Federal funds sold and securities purchased under
      agreements to resell                                     45,459       575     5.07      39,700     458   4.60
Trading account assets                                         39,733       542     5.47      38,453     544   5.63
Securities:
   Available-for-sale (1)                                      86,878     1,332     6.15      85,009   1,301   6.10
   Held-for-investment                                          1,333        24     7.19       1,433      25   7.25
- ------------------------------------------------------------------------------------------------------------------------
       Total securities                                        88,211     1,356     6.16      86,442   1,326   6.12
- ------------------------------------------------------------------------------------------------------------------------
Loans and leases (2):
    Commercial - domestic                                     145,362     2,824     7.81     140,674   2,707   7.64
    Commercial - foreign                                       27,927       486     6.99      27,430     453   6.56
    Commercial real estate  - domestic                         24,664       517     8.43      24,345     506   8.23
    Commercial real estate - foreign                              344         8     9.29         306       6   8.96
- ------------------------------------------------------------------------------------------------------------------------
       Total commercial                                       198,297     3,835     7.78     192,755   3,672   7.56
- ------------------------------------------------------------------------------------------------------------------------
    Residential mortgage                                       85,427     1,566     7.34      79,783   1,450   7.26
    Home equity lines                                          17,573       377     8.62      16,882     345   8.12
    Direct/Indirect consumer                                   41,858       887     8.52      42,442     888   8.30
    Consumer finance                                           22,798       486     8.53      21,340     440   8.18
    Bankcard                                                    8,404       234    11.22       8,578     245  11.32
    Foreign consumer                                            2,227        50     9.00       2,430      54   8.77
- ------------------------------------------------------------------------------------------------------------------------
       Total consumer                                         178,287     3,600     8.10     171,455   3,422   7.94
- ------------------------------------------------------------------------------------------------------------------------
            Total loans and leases                            376,584     7,435     7.93     364,210   7,094   7.74
- ------------------------------------------------------------------------------------------------------------------------
Other earning assets                                            8,679       174     8.11      10,247     193   7.51
- ------------------------------------------------------------------------------------------------------------------------
       Total earning assets (3)                               563,170    10,157     7.24     543,564   9,688   7.09
- ------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents                                      25,830                         25,467
Other assets, less allowance for credit losses                 62,019                         61,712
- ------------------------------------------------------------------------------------------------------------------------
       Total assets                                          $651,019                       $630,743
- ------------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities
Domestic interest-bearing deposits:
   Savings                                                    $24,237        78     1.29     $25,082      80   1.27
   NOW and money market deposit accounts                       98,424       679     2.78      97,481     639   2.60
   Consumer CDs and IRAs                                       76,074       983     5.20      74,653     932   4.95
   Negotiated CDs, public funds and other time deposits         6,966       103     5.93       6,825      98   5.73
- ------------------------------------------------------------------------------------------------------------------------
       Total domestic interest-bearing deposits               205,701     1,843     3.60     204,041   1,749   3.40
- ------------------------------------------------------------------------------------------------------------------------
Foreign interest-bearing deposits (4):
   Banks located in foreign countries                          14,180       188     5.33      14,305     178   4.93
   Governments and official institutions                        8,745       124     5.72       7,121      99   5.53
   Time, savings and other                                     26,382       340     5.17      24,993     298   4.72
- ------------------------------------------------------------------------------------------------------------------------
       Total foreign interest-bearing deposits                 49,307       652     5.31      46,419     575   4.91
- ------------------------------------------------------------------------------------------------------------------------
            Total interest-bearing deposits                   255,008     2,495     3.93     250,460   2,324   3.68
- ------------------------------------------------------------------------------------------------------------------------
Federal funds purchased, securities sold under agreements
      to repurchase and other short-term borrowings           131,517     1,802     5.51     120,858   1,638   5.38
Trading account liabilities                                    23,013       181     3.16      19,223     190   3.92
Long-term debt (5)                                             64,256     1,084     6.75      59,972     995   6.63
- ------------------------------------------------------------------------------------------------------------------------
       Total interest-bearing liabilities (6)                 473,794     5,562     4.72     450,513   5,147   4.54
- ------------------------------------------------------------------------------------------------------------------------
Noninterest-bearing sources:
   Noninterest-bearing deposits                                90,366                         91,453
   Other liabilities                                           40,829                         41,985
   Shareholders' equity                                        46,030                         46,792
- ------------------------------------------------------------------------------------------------------------------------
       Total liabilities and shareholders' equity            $651,019                       $630,743
- ------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                                 2.52                       2.55
Impact of noninterest-bearing sources                                                .75                        .77
- ------------------------------------------------------------------------------------------------------------------------
       Net interest income/yield on earning assets                       $4,595     3.27 %            $4,541   3.32 %
- ------------------------------------------------------------------------------------------------------------------------
(1)   The average balance and yield on available-for-sale securities are based on the average of historical amortized cost
      balances.
(2)   Nonperforming loans are included in the average loan balances.  Income on such nonperforming loans is recognized on a cash
      basis.
(3)   Interest income includes taxable-equivalent basis adjustments of $71 in the first quarter of 2000 and $66, $53, $51 and $45 in
      the fourth, third, second and first quarters of 1999, respectively.  Interest income also includes the impact of risk
      management interest rate contracts, which increased interest income on the underlying assets $7 in the first
      quarter of 2000 and $57, $103, $83 and $63 in the fourth, third, second and first quarters of 1999, respectively.
(4)   Primarily consists of time deposits in denominations of $100,000 or more.
(5)   Long-term debt includes trust preferred securities.
(6)   Interest expense includes the impact of risk management interest rate contracts, which (increased) decreased interest expense
      on the underlying liabilities $(8) in the first quarter of 2000 and $(2), $6, $52 and $60 in the fourth, third, second and
      first quarters of 1999, respectively.

</TABLE>


                                       32
<PAGE>
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------
   Third Quarter 1999          Second Quarter 1999        First Quarter 1999
- ------------------------------------------------------------------------------------
             Interest                  Interest                    Interest
  Average    Income/ Yield/  Average   Income/  Yield/   Average   Income/  Yield/
  Balance    Expense Rate    Balance   Expense  Rate     Balance   Expense   Rate
- ------------------------------------------------------------------------------------
     <S>       <C>   <C>      <C>         <C>    <C>      <C>         <C>    <C>
     $5,018    $ 69  5.50 %   $ 5,159     $ 65   5.03 %   $ 6,408     $ 88   5.58 %

     33,074     440  5.30      29,521      387   5.25      26,561      381   5.80
     37,453     483  5.14      39,837      528   5.31      41,129      547   5.36

     78,779   1,208  6.12      76,373    1,139   5.97      73,925    1,161   6.31
      1,482      26  7.02       1,482       28   7.61       1,905       33   6.84
- ------------------------------------------------------------------------------------
     80,261   1,234  6.13      77,855    1,167   6.00      75,830    1,194   6.33
- ------------------------------------------------------------------------------------

    136,149   2,488  7.25     138,257    2,473   7.17     138,272    2,444   7.16
     28,348     494  6.93      30,209      456   6.05      31,568      494   6.35
     25,056     517  8.19      25,938      533   8.25      26,827      559   8.45
        295       7  8.80         289        6   8.48         286        6   8.79
- ------------------------------------------------------------------------------------
    189,848   3,506  7.33     194,693    3,468   7.14     196,953    3,503   7.21
- ------------------------------------------------------------------------------------
     80,015   1,431  7.14      80,151    1,430   7.14      75,789    1,356   7.18
     16,316     321  7.79      15,857      304   7.68      15,537      298   7.79
     42,740     875  8.13      42,240      859   8.15      41,652      847   8.24
     19,923     433  8.62      17,794      424   9.56      15,880      373   9.53
      8,923     256  11.38     10,365      306  11.83      11,287      327  11.76
      3,635      86  9.36       3,653       87   9.55       3,648       89   9.90
- ------------------------------------------------------------------------------------
    171,552   3,402  7.89     170,060    3,410   8.03     163,793    3,290   8.11
- ------------------------------------------------------------------------------------
    361,400   6,908  7.59     364,753    6,878   7.56     360,746    6,793   7.62
- ------------------------------------------------------------------------------------
     11,358     213  7.40      12,924      232   7.23      13,008      243   7.53
- ------------------------------------------------------------------------------------
    528,564   9,347  7.03     530,049    9,257   7.00     523,682    9,246   7.13
- ------------------------------------------------------------------------------------
     25,905                    25,868                      25,826
     56,979                    59,447                      60,116
- ------------------------------------------------------------------------------------
   $611,448                  $615,364                    $609,624
- ------------------------------------------------------------------------------------

    $26,037      82  1.25     $21,799       67   1.24     $21,637       71   1.33
     96,402     579  2.38     100,897      581   2.31      99,864      575   2.33
     73,429     898  4.85      73,601      847   4.61      74,362      857   4.68
      6,609      94  5.66       6,238       80   5.14       6,914       89   5.20
- ------------------------------------------------------------------------------------
    202,477   1,653  3.24     202,535    1,575   3.12     202,777    1,592   3.18
- ------------------------------------------------------------------------------------

     13,668     160  4.65      16,947      196   4.62      20,379      268   5.34
      7,185      90  4.99       8,089       98   4.81       9,172      113   5.02
     25,500     295  4.57      26,354      299   4.56      26,980      339   5.10
- ------------------------------------------------------------------------------------
     46,353     545  4.66      51,390      593   4.62      56,531      720   5.17
- ------------------------------------------------------------------------------------
    248,830   2,198  3.50     253,925    2,168   3.42     259,308    2,312   3.62
- ------------------------------------------------------------------------------------

    114,934   1,437  4.96     116,339    1,396   4.82     112,384    1,355   4.88
     15,677     189  4.78      14,178      150   4.25      12,679      129   4.13
     59,283     920  6.21      58,302      880   6.03      52,642      805   6.12
- ------------------------------------------------------------------------------------
    438,724   4,744  4.30     442,744    4,594   4.16     437,013    4,601   4.26
- ------------------------------------------------------------------------------------

     88,168                    88,324                      86,623
     38,117                    37,405                      39,709
     46,439                    46,891                      46,279
- ------------------------------------------------------------------------------------
   $611,448                  $615,364                    $609,624
- ------------------------------------------------------------------------------------
                     2.73                        2.84                        2.87
                      .73                         .69                         .71
- ------------------------------------------------------------------------------------
             $4,603  3.46 %             $4,663   3.53 %             $4,645   3.58 %
- ------------------------------------------------------------------------------------
</TABLE>
                                       33
<PAGE>


Noninterest Income

     As presented in Table Four,  noninterest  income  increased $823 million to
$4.0 billion for the three months ended March 31, 2000 over the comparable  1999
period,  primarily  reflecting higher levels of equity investment gains, trading
account profits,  investment banking income and card income, partially offset by
a decline in other income.
<TABLE>
<CAPTION>


Table Four
Noninterest Income
- --------------------------------------------------------------------------------------------------------------------
                                                                        Three Months                Increase/
                                                                       Ended March 31              (Decrease)
                                                               -----------------------------------------------------
(Dollars in millions)                                                2000          1999         Amount     Percent
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>             <C>       <C>
Consumer service charges                                             $ 618         $ 603           $15       2.5 %
Corporate service charges                                              489           453            36       7.9
- --------------------------------------------------------------------------------------------------------------------
   Total service charges                                             1,107         1,056            51       4.8
- --------------------------------------------------------------------------------------------------------------------
Consumer investment and brokerage services                             364           311            53      17.0
Corporate investment and brokerage services                            121           115             6       5.2
- --------------------------------------------------------------------------------------------------------------------
   Total investment and brokerage services                             485           426            59      13.8
- --------------------------------------------------------------------------------------------------------------------
Mortgage servicing income                                              128           132            (4)     (3.0)
Investment banking income                                              397           233           164      70.4
Equity investment gains                                                563           155           408       n/m
Card income                                                            484           394            90      22.8
Trading account profits                                                724           500           224      44.8
Other income                                                           158           327          (169)    (51.7)
- --------------------------------------------------------------------------------------------------------------------
     Total                                                          $4,046        $3,223         $ 823      25.5 %
- --------------------------------------------------------------------------------------------------------------------
n/m = not meaningful

</TABLE>

o    Service  charges  include  deposit  account  service  charges,  non-deposit
     service charges and fees, bankers' acceptances and letters of credit  fees
     and fees on  factored  accounts  receivable.  Service charges  increased
     $51 million to $1.1 billion for the three months ended March 31, 2000
     compared to the same period in 1999,  primarily due to higher levels of
     corporate  service  charges  which  increased $36 million to $489 million
     compared to the same 1999 period. The increase in corporate service charges
     mainly  reflected  higher  revenue from service  charge fees on commercial
     deposit  accounts and treasury management  fees.  Consumer  service charges
     increased $15 million to $618 million as lower growth levels compared to
     corporate  service charges  reflected the  Corporation's  efforts to
     strengthen  relationships with and reward valued customers by reducing or
     waiving certain fees.

o    Investment and brokerage  services  include  personal and  institutional
     asset  management fees, and consumer and corporate brokerage fees.  Income
     from investment and brokerage services was $485 million for the three
     months  ended March 31,  2000,  an  increase  of $59 million  over the same
     period in 1999, primarily  attributable to higher revenue from consumer
     investment and brokerage  services.  Revenue from consumer  investment  and
     brokerage services totaled $364 million for the three months ended March
     31, 2000,  an increase of $53 million compared to the respective 1999
     period, primarily reflecting new business and market growth. Income from
     corporate  investment and brokerage services increased $6 million to $121
     million for the three months ended March 31, 2000 over the comparable 1999
     period.

o    Mortgage  servicing  income  decreased $4 million to $128 million for the
     three months ended March 31, 2000 over the  respective  1999 period,
     primarily reflecting the effect of lower origination activity which was
     partially offset by higher mortgage  servicing fees and slower  prepayment
     speeds. The average managed  portfolio of loans serviced  increased $51.4
     billion to $320.9 billion for the three months ended March  31,  2000  over
     the  comparable  period  in 1999.  First  mortgage loans originated through
     the Corporation  decreased  $8.9 billion to $13.4  billion for the three
     months ended March 31, 2000  compared to the  respective  period  in 1999,
     reflecting a slowdown in refinancings as a result of a


                                       34
<PAGE>
     general increase in levels of interest rates. Origination volume for the
     three months ended March 31, 2000 was composed of approximately $5.0
     billion of retail loans and $8.4 billion of  correspondent and wholesale
     loans.

     In  conducting  its mortgage  production  activities,  the  Corporation  is
     exposed to interest  rate risk for the period  between the loan  commitment
     date and the loan funding date. To manage this risk, the Corporation enters
     into various  financial  instruments  including forward delivery and option
     contracts.  The notional amount of such contracts was $2.9 billion at March
     31, 2000 with associated net unrealized losses of $12 million.  At December
     31,  1999,  the  notional  amount of such  contracts  was $2.7 billion with
     associated net  unrealized  gains of $18 million.  These  contracts have an
     average  expected  maturity of less than 90 days. To manage risk associated
     with  changes  in  prepayment  rates and the impact on  mortgage  servicing
     rights,  the  Corporation  uses  various  financial  instruments  including
     options and certain swap contracts.  At March 31, 2000,  deferred net gains
     from mortgage servicing rights hedging activity were $32 million, comprised
     of  unamortized  realized  deferred  gains of $239  million and  unrealized
     losses of $207  million  on closed  and open  positions,  respectively.  At
     December  31,  1999,  deferred net losses from  mortgage  servicing  rights
     hedging  activity  were $20  million,  comprised  of  unamortized  realized
     deferred  gains of $313  million and  unrealized  losses of $333 million on
     closed  and  open  positions,  respectively.   Notional  amounts  of  hedge
     instruments  used for mortgage  servicing  rights hedging  activities  were
     $44.7  billion and $43.4  billion at March 31, 2000 and  December 31, 1999,
     respectively.
o    Investment  banking  income was $397 million for the three months ended
     March 31, 2000, an increase of $164 million over the same 1999 period
     reflecting  the  Corporation's  continued  growth and market share gains in
     this  business.  Securities  underwriting  fees  increased  $107 million to
     $179 million for the three months  ended March 31, 2000,  mainly due to
     strong  growth in equity  underwriting  which more than offset the slowdown
     in the fixed income  markets.  Syndication  fees increased $61 million to
     $131 million for the three  months  ended March 31,  2000  compared  to the
     respective  1999  period,  reflecting  the Corporation's  continued  strong
     position  as lead  arranger  on  syndications.  Advisory  services  fees
     increased  $30 million to $72 million for the three months ended March 31,
     2000 from the  comparable  1999 period,  primarily  attributable  to strong
     revenue from a higher volume of large merger and  acquisition deals.
     Investment banking income by major activity follows:
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------
                                                                  Three Months Ended
                                                                       March 31
                                                            --------------------------------
(Dollars in millions)                                           2000              1999
- --------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>
Investment banking income
Securities underwriting                                             $179               $72
Syndications                                                         131                70
Advisory services                                                     72                42
Other                                                                 15                49
- --------------------------------------------------------------------------------------------
Total                                                               $397              $233
- --------------------------------------------------------------------------------------------
</TABLE>


                                       35
<PAGE>


o    Equity investment gains include investments in both principal investing and
     strategic  technology areas.  Equity investment gains were $563 million for
     the three months ended March 31, 2000, an increase of $408 million over the
     respective 1999 period,  reflecting  realized returns on equity investments
     of $374  million  and  appreciation  in fair  value  of $189  million.  The
     realized returns on equity investments included $295 million primarily from
     principal  investing  and  a $79  million  realized  gain  from  an  equity
     investment in the strategic technology area.

o    Card income  includes  merchant  discount,  ATM,  checkcard and interchange
     fees.  Card  income  increased  $90  million to $484  million for the three
     months  ended March 31, 2000 over the same 1999  period,  primarily  due to
     higher  levels of activity in debit  cards,  interchange  fees and merchant
     discounts. Card income included revenue of $39 million and $37 million from
     the  securitized  portfolio  for the three  months ended March 31, 2000 and
     1999, respectively.

o    Trading account profits represent the net amount earned from the
     Corporation's trading positions, which include trading account assets and
     liabilities as well as derivative-dealer positions. These transactions
     include positions to meet customer demand as well as for the Corporation's
     own trading account. Trading positions are taken in a diverse range of
     financial instruments and markets. The profitability of these trading
     positions is largely dependent on the volume and type of transactions,
     the level of risk assumed, and the volatility of price and rate movements.
     Trading account  profits, as reported in the Corporation's Consolidated
     Statement  of Income,  includes  neither  the net  interest recognized on
     interest-earning and interest-bearing trading positions, nor the related
     funding charge or benefit. Trading account profits, as well as
     trading-related  net interest  income  ("trading-related revenue") are
     presented  in the  table  below as they are both considered in evaluating
     the overall profitability of the  Corporation's  trading  positions.
     Trading-related  revenue is derived from foreign exchange spot,  forward
     and  cross-currency  contracts,  fixed income and equity securities and
     derivative contracts in interest rates, equities, credit and commodities.

     Trading-related  revenue was $941  million for the three months ended March
     31, 2000, an increase of $274 million over the  comparable  period in 1999,
     primarily due to higher revenues from interest rate contracts and equities,
     partially  offset by a decrease in fixed income.  Income from interest rate
     contracts  increased $94 million to $308 million over the same 1999 period,
     primarily  attributable  to  market  volatility  driven  by  interest  rate
     uncertainty, coupled with stronger client activity in domestic and European
     markets.  Revenue from equities  totaled $288 million,  an increase of $201
     million for the three months ended March 31, 2000 over the respective  1999
     period,  reflecting  continued  growth of this  business  through  enhanced
     client  deal  activity  and  volatility  in equity  markets.  Fixed  income
     decreased  $20 million to $171 million for the three months ended March 31,
     2000 from the same period in 1999,  primarily  attributable to the negative
     impact of spread widening on real estate trading.

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------
                                                                          Three Months Ended
                                                                               March 31
- ---------------------------------------------------------------------------------------------
(Dollars in millions)                                                   2000           1999
- ---------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>
Trading account profits - as reported                                    $724           $500
Net interest income                                                       217            167
- ---------------------------------------------------------------------------------------------
Total trading-related revenue                                            $941           $667
- ---------------------------------------------------------------------------------------------
Trading-related revenue by product
Foreign exchange contracts                                               $158           $158
Interest rate contracts                                                   308            214
Fixed income                                                              171            191
Equities                                                                  288             87
Commodities and other                                                      16             17
- ---------------------------------------------------------------------------------------------
Total trading-related revenue                                            $941           $667
- ---------------------------------------------------------------------------------------------
</TABLE>


o    Other  income was $158 million for the three months ended March 31, 2000, a
     decrease of $169 million from the  comparable  1999 period,  reflecting  no
     significant  items.  Other income for the three months ended March 31, 1999
     included  securitizations  gains, lower insurance  commissions and gains on
     the disposition of certain businesses compared to the same period in 2000.


                                     36
<PAGE>
Other Noninterest Expense

     As presented in Table Five, the  Corporation's  other  noninterest  expense
increased $170 million to $4.6 billion for the three months ended March 31, 2000
from the comparable 1999 period. This increase was attributable to higher levels
of personnel and other general operating  expense,  partially offset by declines
in equipment, data processing, marketing and professional fees expense.

<TABLE>
<CAPTION>

Table Five
Other Noninterest Expense
- --------------------------------------------------------------------------------------------
                                                 Three Months                Increase/
                                                Ended March 31               (Decrease)
- --------------------------------------------------------------------------------------------
(Dollars in millions)                        2000           1999         Amount     Percent
- --------------------------------------------------------------------------------------------
<S>                                       <C>            <C>             <C>        <C>
Personnel                                 $2,534         $2,333          $201       8.6  %
Occupancy                                    418            396            22       5.6
Equipment                                    301            358           (57)    (15.9)
Marketing                                    119            147           (28)    (19.0)
Professional fees                            105            126           (21)    (16.7)
Amortization of intangibles                  217            222            (5)     (2.3)
Data processing                              159            190           (31)    (16.3)
Telecommunications                           131            136            (5)     (3.7)
Other general operating                      515            420            95      22.6
General administrative and other             124            125            (1)      (.8)
- --------------------------------------------------------------------------------------------
     Total                                $4,623         $4,453          $170       3.8  %
- --------------------------------------------------------------------------------------------
</TABLE>


o    Personnel  expense  increased  $201  million to $2.5  billion for the three
     months ended March 31, 2000 compared to the same period in 1999,  primarily
     attributable to higher revenue-related incentive compensation.

o    Equipment  expense was $301  million for the three  months  ended March 31,
     2000, a decrease of $57 million from the respective 1999 period, reflecting
     declines   in  repairs   and   maintenance   expense   and   purchases   of
     non-capitalized equipment.

o    Marketing  expense  decreased  $28  million to $119  million  for the three
     months ended March 31, 2000 compared to the respective 1999 period,  due to
     timing differences  related to the underlying  marketing efforts across the
     Corporation.

o    Professional fees declined $21 million to $105 million for the three months
     ended  March  31,  2000  from the  comparable  period  in  1999,  primarily
     reflecting lower consulting fees.

o    Data  processing  expense was $159 million for the three months ended March
     31,  2000,  a decrease of $31  million  from the same 1999  period,  mainly
     reflecting  a decline in  expense  due to the  completion  of Year 2000 and
     certain  transition  projects and a decrease in item  processing  and check
     clearing expense.

o    Other general  operating  expense increased $95 million to $515 million for
     the three months ended March 31, 2000 over the same period in 1999,  mainly
     a result of litigation  costs related to pre-merger  lawsuits and increased
     credit card processing expense.

                                       37
<PAGE>


Income Taxes

     The  Corporation's  income tax expense for the three months ended March 31,
2000 was $1.3 billion for an effective tax rate of 36.6 percent compared to $1.1
billion for an effective tax rate of 36.0 percent for the same period in 1999.

Balance Sheet Review and Liquidity Risk Management

     The  Corporation  utilizes an  integrated  approach in managing its balance
sheet,  which  includes  management of interest rate  sensitivity,  credit risk,
liquidity risk and its capital  position.  With the exception of average managed
loans, the average balances discussed below can be derived from Table Three.

     Average  levels of  customer-based  funds  increased $6.7 billion to $296.1
billion for the three months ended March 31,  2000,  compared to $289.4  billion
for the three  months  ended  March 31,  1999,  primarily  due to an increase in
demand and savings deposits. As a percentage of total sources, average levels of
customer-based  funds  decreased  to 45 percent for the three months ended March
31, 2000 from 47 percent for the three months ended March 31,1999.

     Average levels of market-based  funds increased $22.2 billion for the three
months ended March 31, 2000 to $203.8 billion compared to $181.6 billion for the
three months ended March 31, 1999. In addition, average levels of long-term debt
increased  $11.6  billion to $64.3  billion for the three months ended March 31,
2000 over the same  period in 1999,  mainly  the  result of  borrowings  to fund
earning asset growth, business development  opportunities and share repurchases,
and to build liquidity and repay maturing debt.

     The average securities  portfolio for the three months ended March 31, 2000
increased $12.4 billion over the same period in 1999, representing 14 percent of
total uses of funds for the three months  ended March 31,  2000,  compared to 12
percent for the same period in 1999. See the following  "Securities" section for
additional information on the securities portfolio.

     Average loans and leases, the Corporation's primary use of funds, increased
$15.8  billion to $376.6  billion  for the three  months  ended  March 31,  2000
compared to $360.7  billion for the same period in 1999.  Average  managed loans
and leases during the same periods  increased $34.2 billion to $405.5 billion in
2000.  This  increase in average  managed  loans and leases  primarily  reflects
growth and retention of  residential  mortgages  and growth in consumer  finance
loans due to the impact of the portfolio purchase program currently in place.

     Average other assets and cash and cash  equivalents  increased $1.9 billion
to $87.8  billion for the three  months  ended March 31, 2000  compared to $85.9
billion for the same period in 1999,  due  largely to  increases  in the average
balances  of  derivative-dealer  assets and  mortgage  servicing  rights.  These
increases were partially offset by a decrease in secured accounts receivable.

     At March  31,  2000,  cash and cash  equivalents  were  $27.3  billion,  an
increase of $270 million from  December 31, 1999.  During the three months ended
March 31, 2000, net cash used in operating activities was $5.5 billion, net cash
used in  investing  activities  was  $11.2  billion  and net  cash  provided  by
financing  activities was $17.0 billion.  For further information on cash flows,
see the  Consolidated  Statement  of Cash  Flows  on page 5 of the  consolidated
financial statements.

     Liquidity  is a measure of the  Corporation's  ability to fulfill  its cash
requirements  and is managed by the Corporation  through its asset and liability
management  process.  The  Corporation  monitors its assets and  liabilities and
modifies these positions as liquidity requirements change. This process, coupled
with the Corporation's ability to raise capital and debt financing,  is designed
to cover the liquidity needs of the Corporation. The Corporation also takes into
consideration  the ability of its subsidiary  banks to pay dividends to the Bank
of America Corporation.  For additional information on the dividend capabilities
of subsidiary banks, see Note Twelve on page 82 of the Corporation's 1999 Annual
Report on Form  10-K.
                                       38
<PAGE>

Management  believes  that the  Corporation's  sources of
liquidity are more than adequate to meet its cash requirements.

Securities

     The securities portfolio at March 31, 2000 consisted of  available-for-sale
securities  totaling $82.6 billion and  held-for-investment  securities totaling
$1.3  billion  compared to $81.7  billion  and $1.4  billion,  respectively,  at
December 31, 1999.

     The valuation  allowance for  available-for-sale  securities and marketable
equity securities  included in shareholders'  equity at March 31, 2000, reflects
unrealized losses of $2.3 billion,  net of related income taxes of $1.3 billion,
primarily  reflecting  market valuation  adjustments of $4.0 billion pre-tax net
unrealized losses on available-for-sale  securities and $355 million pre-tax net
unrealized  gains on  marketable  equity  securities.  The  valuation  allowance
included in  shareholders'  equity at December  31,  1999,  reflects  unrealized
losses of $2.5 billion,  net of related income taxes of $1.1 billion,  primarily
reflecting  market valuation  adjustments of $3.8 billion pre-tax net unrealized
losses on available-for-sale  securities and $248 million pre-tax net unrealized
gains on marketable equity securities. The change in the valuation allowance was
primarily  attributable  to  improvement  in the equity markets during the first
three months of 2000.  Unrealized losses on  available-for-sale  securities were
virtually  unchanged  as decreases  in the long end of the U.S.  Treasury  yield
curve were offset by increases in short-term rates.

     At  March  31,  2000  and  December  31,  1999,  the  market  value  of the
Corporation's  held-for-investment  securities  reflected pre-tax net unrealized
losses of $113 million and $152 million, respectively.

     The  estimated  average  duration  of  the  available-for-sale   securities
portfolio  was 4.06 years at March 31,  2000  compared to 4.05 years at December
31, 1999.

Capital Resources and Capital Management

     Shareholders'  equity at March 31, 2000 was $45.3 billion compared to $44.4
billion at December  31,  1999,  an increase of $867  million.  The increase was
primarily  due to net  earnings  (net income  less  dividends)  of $1.4  billion
combined with the recognition of $166 million  after-tax net unrealized gains on
available-for-sale securities and marketable equity securities. The increase was
partially  offset by the  repurchase  of 20 million  shares of common  stock for
approximately $911 million.

     Presented below are the regulatory  risk-based  capital ratios and capital
amounts for the Corporation and Bank of America, N.A. at March 31, 2000 and
December 31, 1999. The Corporation and Bank of America,  N.A. were considered
"well-capitalized" at March 31, 2000.

<TABLE>
<CAPTION>


- -------------------------------------------------------------------------------------------------
                                      March 31, 2000                      December 31, 1999
                                     ------------------------------------------------------------
(Dollars in millions)                       Ratio           Amount         Ratio         Amount
- -------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>           <C>          <C>
Tier 1 Capital
Bank of America Corporation                  7.42   %         $39,355       7.35   %     $38,651
Bank of America, N.A.                        7.95              39,687       7.78          38,616

Total Capital
Bank of America Corporation                 11.00              58,376      10.88          57,192
Bank of America, N.A.                       11.06              55,223      10.91          54,132

Leverage
Bank of America Corporation                  6.17              39,355       6.26          38,651
Bank of America, N.A.                        7.00              39,687       6.74          38,616
- -------------------------------------------------------------------------------------------------
</TABLE>
                                       39

<PAGE>
     The regulatory capital guidelines measure capital in relation to the credit
and market  risks of both on- and  off-balance  sheet items using  various  risk
weights.  Under the regulatory  capital  guidelines,  Total Capital  consists of
three tiers of capital.  Tier 1 Capital includes common shareholders' equity and
qualifying preferred stock, less goodwill and other adjustments.  Tier 2 Capital
consists  of  preferred  stock  not  qualifying  as  Tier 1  Capital,  mandatory
convertible  debt,  limited amounts of subordinated  debt, other qualifying term
debt and the  allowance  for credit  losses up to 1.25 percent of  risk-weighted
assets. Tier 3 Capital includes subordinated debt that is unsecured, fully paid,
has an  original  maturity  of at least  two  years,  is not  redeemable  before
maturity  without  prior  approval by the Federal  Reserve  Board and includes a
lock-in clause precluding payment of either interest or principal if the payment
would cause the issuing bank's risk-based  capital ratio to fall or remain below
the required  minimum.  The sum of Tier 1 and Tier 2 Capital less investments in
unconsolidated  banking and finance  subsidiaries  represents  qualifying  total
capital, at least 50 percent of which must consist of Tier 1 Capital. Risk-based
capital  ratios  are  calculated  by  dividing  Tier  1  and  Total  Capital  by
risk-weighted assets. In calculating risk-weighed assets, assets and off-balance
sheet  exposures are assigned to one of four categories of  risk-weights,  based
primarily on relative  credit risk. At March 31, 2000,  the  Corporation  had no
subordinated debt that qualified as Tier 3 Capital.

     At  March  31,  2000,  the  regulatory  risk-based  capital  ratios  of the
Corporation and Bank of America,  N.A. exceeded the regulatory  minimums of four
percent for Tier 1 risk-based  capital ratio, eight percent for total risk-based
capital  ratio and the leverage  guidelines of 100 to 200 basis points above the
minimum ratio of three percent.

                                       40
<PAGE>
Credit Risk Management and Credit Portfolio Review

    The  following  section  discusses  credit risk in the loan  portfolio.  The
Corporation's  primary  credit  exposure  is  focused  in its loans  and  leases
portfolio, which totaled $382.1 billion and $370.7 billion at March 31, 2000 and
December 31, 1999, respectively.  In an effort to minimize the adverse impact of
any single event or set of occurrences,  the  Corporation  strives to maintain a
diverse  credit  portfolio.  Table Six  presents the  distribution  of loans and
leases by category.  Additional  information on the  Corporation's  real estate,
industry and foreign  exposures  can be found in the  "Concentrations  of Credit
Risk" section beginning on page 47.
<TABLE>
<CAPTION>

Table Six
Distribution of Loans and Leases
- -----------------------------------------------------------------------------------------------------
                                                  March 31, 2000               December 31, 1999
                                              -------------------------------------------------------
(Dollars in millions)                            Amount       Percent         Amount      Percent
- -----------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>          <C>           <C>
Commercial - domestic                              $145,615        38.1 %       $143,450      38.7 %
Commercial - foreign                                 27,926         7.3           27,978       7.5
Commercial real estate - domestic                    24,741         6.5           24,026       6.5
Commercial real estate - foreign                        359          .1              325        .1
- -----------------------------------------------------------------------------------------------------
     Total commercial                               198,641        52.0          195,779      52.8
- -----------------------------------------------------------------------------------------------------
Residential mortgage                                 89,574        23.4           81,860      22.1
Home equity lines                                    18,062         4.7           17,273       4.7
Direct/Indirect consumer                             41,398        10.8           42,161      11.4
Consumer finance                                     23,585         6.2           22,326       6.0
Bankcard                                              8,609         2.3            9,019       2.4
Foreign consumer                                      2,216          .6            2,244        .6
- -----------------------------------------------------------------------------------------------------
     Total consumer                                 183,444        48.0          174,883      47.2
- -----------------------------------------------------------------------------------------------------
          Total loans and leases                   $382,085       100.0 %       $370,662     100.0 %
- -----------------------------------------------------------------------------------------------------
</TABLE>


   Commercial Portfolio

     Commercial - domestic loans  outstanding  totaled $145.6 billion and $143.5
billion at March 31, 2000 and December 31, 1999, respectively, or 38 percent and
39  percent  of total  loans  and  leases,  respectively.  The  Corporation  had
commercial - domestic loan net  charge-offs of $172 million,  or 0.47 percent of
average  commercial - domestic  loans for the three months ended March 31, 2000,
compared to $181 million, or 0.53 percent of average commercial - domestic loans
for the three months ended March 31, 1999.  Nonperforming  commercial - domestic
loans were $1.3 billion, or 0.89 percent of commercial - domestic loans at March
31, 2000,  compared to $1.2  billion,  or 0.81 percent of  commercial - domestic
loans at December 31, 1999. Commercial - domestic loans past due 90 days or more
and still  accruing  interest  were $136 million at March 31, 2000,  compared to
$135  million at December 31,  1999,  or 0.09  percent of  commercial - domestic
loans for both periods.  Table Eleven  presents  aggregate  commercial  loan and
lease exposures by certain significant industries.

     Commercial - foreign  loans  outstanding  totaled  $27.9  billion and $28.0
billion at March 31, 2000 and December 31, 1999, respectively,  or seven percent
and eight percent of total loans and leases,  respectively.  The Corporation had
commercial - foreign loan net  charge-offs  for the three months ended March 31,
2000 of $5  million,  or 0.08  percent of average  commercial  - foreign  loans,
compared to $29 million,  or 0.37 percent of average  commercial - foreign loans
for the three  months  ended March 31, 1999.  Nonperforming  commercial  foreign
loans were $500 million,  or 1.79 percent of commercial - foreign loans at March
31,  2000,  compared to $486  million,  or 1.74  percent at December  31,  1999.
Commercial - foreign loans past due 90 days or more and still accruing  interest
were $35  million,  or 0.13 percent of  commercial - foreign  loans at March 31,
2000,  compared to $58 million, or 0.21


                                       41
<PAGE>
percent of commercial - foreign loans at December 31, 1999. For additional
information see the Regional Foreign Exposure discussion beginning on page 48.

     Commercial  real estate - domestic  loans  totaled  $24.7 billion and $24.0
billion at March 31, 2000 and December 31, 1999, respectively,  or seven percent
of total loans and leases for both period ends.  At March 31,  2000,  commercial
real  estate  -  domestic  loans  past due 90 days or more  and  still  accruing
interest  were $7 million,  or 0.03  percent of total  commercial  real estate -
domestic  loans,  compared to $6 million,  or 0.02 percent at December 31, 1999.
Table Ten  displays  commercial  real  estate  loans by  geographic  region  and
property type, including the portion of such loans which are nonperforming,  and
other real estate credit exposures.

   Consumer Portfolio

     At March 31, 2000 and December  31, 1999,  total  domestic  consumer  loans
outstanding  totaled  $181.2  billion and $172.6  billion,  respectively,  or 47
percent of total loans and leases for both period ends.  Additional  information
on the Corporation's consumer loan portfolio can be found in the average earning
asset  discussion  within  the  "Net  Interest  Income"  section  on page 30 and
"Balance Sheet Review and Liquidity Risk Management" section on page 38.

     Residential  mortgage  loans  increased to $89.6 billion at March 31, 2000,
compared to $81.9 billion at December 31, 1999.  Net  charge-offs on residential
mortgage  loans  remained  negligible at $4 million,  or 0.02 percent of average
residential   mortgage  loans  for  the  three  months  ended  March  31,  2000.
Nonperforming  residential  mortgage  loans were $483 million at March 31, 2000,
down $46 million from December 31, 1999.

     Bankcard receivables  decreased to $8.6 billion at March 31, 2000, compared
to $9.0 billion at December 31, 1999. Net  charge-offs  on bankcard  receivables
for the three  months  ended March 31, 2000  declined  $74 million from the same
period in 1999 to $81 million, or 3.86 percent of average bankcard  receivables.
The decline  resulted from  portfolio  sales in 1999 and  continued  declines in
delinquency  levels and bankruptcy filing rates resulting in lower  charge-offs.
Bankcard loans past due 90 days and still  accruing  interest were $131 million,
or 1.53  percent of bankcard  receivables  at March 31,  2000,  compared to $138
million, or 1.53 percent at December 31, 1999.

     Consumer finance loans outstanding  totaled $23.6 billion and $22.3 billion
at March 31, 2000 and December 31, 1999,  respectively,  or six percent of total
loans and leases for both period ends. The Corporation had consumer  finance net
charge-offs of $57 million or 1.01 percent of average consumer finance loans for
the three months ended March 31, 2000,  compared to $48 million, or 1.22 percent
for the three months ended March 31, 1999. Consumer finance  nonperforming loans
increased  to $737  million at March 31, 2000 from $598  million at December 31,
1999 reflecting continued growth and seasoning in this portfolio.

     Other domestic  consumer loans,  which include direct and indirect consumer
loans and home equity lines of credit  increased  to $59.5  billion at March 31,
2000, compared to $59.4 billion at December 31, 1999.

    Total consumer  loans past due 90 days or more and still  accruing  interest
were $283 million,  or 0.15 percent of total  consumer  loans at March 31, 2000,
compared to $322 million, or 0.18 percent at December 31, 1999.

                                       42
<PAGE>


Nonperforming Assets

     As  presented  in  Table  Seven,  nonperforming  assets  increased  to $3.5
billion, or 0.91 percent of loans, leases and foreclosed properties at March 31,
2000 from $3.2  billion,  or 0.86 percent at December  31,  1999.  Nonperforming
loans  increased to $3.3 billion at March 31, 2000 from $3.0 billion at December
31, 1999,  primarily due to several large commercial - domestic loans and higher
consumer finance  non-performers  due to growth and seasoning in that portfolio.
The allowance coverage of nonperforming  loans was 207 percent at March 31, 2000
compared to 224 percent at December 31, 1999.

     In order to respond when  deterioration  of a credit occurs,  internal loan
workout  units are devoted to  providing  specialized  expertise  and  full-time
management and/or collection of certain  nonperforming assets as well as certain
performing loans.  Management  believes  concerted  collection  strategies and a
proactive  approach to  managing  overall  problem  assets  have  expedited  the
disposition,   collection  and   renegotiation   of   nonperforming   and  other
lower-quality  assets. As part of this process,  management  routinely evaluates
all reasonable  alternatives,  including the sale of assets  individually  or in
groups, and selects the optimal strategy.

     At March  31,  2000 and  December  31,  1999,  residential  mortgage  loans
comprised  15  percent  and 17  percent,  respectively,  of total  nonperforming
assets. Due to the nature of the collateral securing  residential mortgage loans
and a history of low losses,  the  Corporation  considers  these loans to be low
risk nonperforming assets.

     Foreclosed  properties  increased to $179  million at March 31, 2000
compared to $163 million at December
31, 1999.

     Note Four of the consolidated  financial statements on page 10 provides the
reported  investment  in specific  loans  considered to be impaired at March 31,
2000 and December 31, 1999. The Corporation's  investment in specific loans that
were considered to be impaired at March 31, 2000 were $2.2 billion,  compared to
$2.1  billion  at  December  31,  1999.  Commercial  - domestic  impaired  loans
increased  $153 million to $1.3 billion at March 31, 2000,  compared to December
31, 1999, due to several large  commercial - domestic  loans.  Both commercial -
foreign  and  commercial   real  estate  -  domestic   impaired  loans  remained
essentially unchanged at $0.5 billion at March 31, 2000 and December 31, 1999.
<TABLE>
<CAPTION>

Table Seven
Nonperforming Assets
- -------------------------------------------------------------------------------------------------------------------------

                                                    March 31      December 31   September 30    June 30       March 31
(Dollars in millions)                                 2000           1999           1999          1999           1999
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>           <C>            <C>           <C>
Commercial - domestic                                 $1,301          $1,163        $1,026         $1,085        $1,085
Commercial - foreign                                     500             486           477            492           434
Commercial real estate - domestic                        208             191           174            203           272
Commercial real estate - foreign                           3               3             3              3             3
- -------------------------------------------------------------------------------------------------------------------------
    Total commercial                                   2,012           1,843         1,680          1,783         1,794
- -------------------------------------------------------------------------------------------------------------------------
Residential mortgage                                     483             529           542            565           634
Home equity lines                                         45              46            44             44            41
Direct/Indirect consumer                                  18              19            16             17            20
Consumer finance                                         737             598           519            382           332
Foreign consumer                                           7               7             9             21            17
- -------------------------------------------------------------------------------------------------------------------------
    Total consumer                                     1,290           1,199         1,130          1,029         1,044
- -------------------------------------------------------------------------------------------------------------------------
        Total nonperforming loans                      3,302           3,042         2,810          2,812         2,838
- -------------------------------------------------------------------------------------------------------------------------
Foreclosed properties                                    179             163           228            258           282
- -------------------------------------------------------------------------------------------------------------------------
            Total nonperforming assets                $3,481          $3,205        $3,038         $3,070        $3,120
- -------------------------------------------------------------------------------------------------------------------------
Nonperforming assets as a percentage of:
    Total assets                                         .53  %          .51  %        .49  %         .50 %         .51 %
    Loans, leases and foreclosed
        properties                                       .91             .86           .84            .84           .86

Loans past due 90 days or more and not
    classified as nonperforming                        $ 461            $521          $466           $631          $571
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       43
<PAGE>

Net  Charge-offs  - Net  charge-offs  by loan  category are  presented in Table
Eight.
<TABLE>
<CAPTION>


Table Eight
Net Charge-offs in Dollars and as a Percentage of Average Loans and Leases Outstanding (1)
- ------------------------------------------------------------------------------------------------------------------------

                                                                                          Three Months
                                                                                         Ended March 31
                                                                              ------------------------------------------
(Dollars in millions)                                                                2000                 1999
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>      <C>         <C>
Commercial - domestic                                                            $172     .47 %       $181     .53 %
Commercial - foreign                                                                5     .08           29     .37
Commercial real estate - domestic                                                   6     .10           (2)    n/m
Commercial real estate - foreign                                                   (2)    n/m            -       -
- ------------------------------------------------------------------------------------------------------------------------
     Total commercial                                                             181     .37          208     .43
- ------------------------------------------------------------------------------------------------------------------------
Residential mortgage                                                                4     .02            5     .03
Home equity lines                                                                   3     .07            4     .10
Direct/Indirect consumer                                                           91     .88           95     .93
Consumer finance                                                                   57    1.01           48    1.22
Bankcard                                                                           81    3.86          155    5.63
Other consumer - domestic                                                           2       -            -       -
Foreign consumer                                                                    1     .12            4     .43
- ------------------------------------------------------------------------------------------------------------------------
     Total consumer                                                               239     .54          311     .77
- ------------------------------------------------------------------------------------------------------------------------
          Total net charge-offs                                                  $420     .45 %       $519     .58 %
- ------------------------------------------------------------------------------------------------------------------------
Managed bankcard net charge-offs and ratios (2)                                  $257    5.43 %       $294    6.01 %
- ------------------------------------------------------------------------------------------------------------------------
  n/m = not meaningful

(1)  Percentage amounts are calculated as net charge-offs divided by average outstanding loans and leases for each loan category.
(2)  Includes both on-balance sheet and securitized loans.
</TABLE>

   Allowance for Credit Losses

     The Corporation  performs  periodic and systematic  detailed reviews of its
loan and lease  portfolios  to  identify  risks  inherent  in and to assess  the
overall collectibility of those portfolios.  Certain homogeneous loan portfolios
are  evaluated  collectively  based on  individual  loan type,  while  remaining
portfolios are reviewed on an individual  loan basis.  These  detailed  reviews,
combined  with  historical  loss  experience  and other  factors,  result in the
identification and  quantification of specific  allowances for credit losses and
loss  factors  which are used in  determining  the amount of the  allowance  and
related provision for credit losses. The actual amount of incurred credit losses
that may be  confirmed  may vary from the  estimate  of  incurred  losses due to
changing   economic   conditions   or  changes   in   industry   or   geographic
concentrations.  The Corporation has procedures in place to monitor  differences
between  estimated and actual  incurred  credit losses,  which include  detailed
periodic  assessments by senior  management of both individual  loans and credit
portfolios  and the models  used to  estimate  incurred  credit  losses in those
portfolios.

     Portions  of the  allowance  for credit  losses are  assigned  to cover the
estimated  probable incurred losses in each loan and lease category based on the
results of the Corporation's detailed review process as described above. Further
assignments are made based on general and specific economic conditions,  as well
as  performance   trends  within  specific  portfolio  segments  and  individual
concentrations of credit, including geographic and industry concentrations.  The
assigned  portion of the allowance  for credit  losses  continues to be weighted
toward the commercial loan portfolio, reflecting a higher level of nonperforming
loans and the potential for higher individual losses.  The remaining  unassigned
portion of the  allowance  for credit  losses,  determined  separately  from the
procedures   outlined   above,   addresses   certain   industry  and  geographic
concentrations,  including global economic  conditions,  thereby  minimizing the
risk  related to the margin of  imprecision  inherent in the  estimation  of the
assigned  allowance for credit losses.  Due to the subjectivity  involved in the
determination of the unassigned  portion of the allowance for credit losses, the
relationship  of the  unassigned  component  to the total  allowance  for credit
losses may fluctuate from period to period. Management evaluates the adequacy of
the allowance for credit losses based on the combined  total of the assigned and
unassigned components and believes that the allowance for credit losses reflects
management's  best  estimate of incurred  credit  losses as of the balance sheet
date.
<PAGE>
     The  nature  of  the  process  by  which  the  Corporation  determines  the
appropriate  allowance for credit losses  requires the exercise of  considerable
judgment.  After review of all relevant matters  affecting loan  collectibility,
management  believes that the allowance for credit losses is  appropriate  given





                                       44
<PAGE>
its analysis of estimated  incurred credit losses at March 31, 2000.  Table Nine
provides  the changes in the  allowance  for credit  losses for the three months
ended March 31, 2000.








                                       45
<PAGE>
<TABLE>
<CAPTION>


Table Nine
Allowance For Credit Losses
- ------------------------------------------------------------------------------------------------------
                                                                               Three Months
                                                                              Ended March 31
                                                                       -------------------------------
(Dollars in millions)                                                      2000           1999
- ------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>
Balance, January 1                                                          $ 6,828        $ 7,122
Loans and leases charged off
Commercial - domestic                                                          (202)          (206)
Commercial - foreign                                                            (12)           (30)
Commercial real estate - domestic                                                (8)            (2)
- ------------------------------------------------------------------------------------------------------
     Total commercial                                                          (222)          (238)
- ------------------------------------------------------------------------------------------------------
Residential mortgage                                                             (7)            (7)
Home equity lines                                                                (5)            (6)
Direct/Indirect consumer                                                       (146)          (140)
Consumer finance                                                                (93)           (98)
Bankcard                                                                        (94)          (172)
Other consumer domestic                                                          (2)             -
Foreign consumer                                                                 (1)            (5)
- ------------------------------------------------------------------------------------------------------
     Total consumer                                                            (348)          (428)
- ------------------------------------------------------------------------------------------------------
          Total loans and leases charged off                                   (570)          (666)
- ------------------------------------------------------------------------------------------------------
Recoveries of loans and leases previously charged off
Commercial - domestic                                                            30             25
Commercial - foreign                                                              7              1
Commercial real estate - domestic                                                 2              4
Commercial real estate - foreign                                                  2              -
- ------------------------------------------------------------------------------------------------------
     Total commercial                                                            41             30
- ------------------------------------------------------------------------------------------------------
Residential mortgage                                                              3              2
Home equity lines                                                                 2              2
Direct/Indirect consumer                                                         55             45
Consumer finance                                                                 36             50
Bankcard                                                                         13             17
Foreign consumer                                                                  -              1
- ------------------------------------------------------------------------------------------------------
     Total consumer                                                             109            117
- ------------------------------------------------------------------------------------------------------
          Total recoveries of loans and leases previously charged off           150            147
- ------------------------------------------------------------------------------------------------------
               Net charge-offs                                                 (420)          (519)
- ------------------------------------------------------------------------------------------------------
Provision for credit losses                                                     420            510
Other, net                                                                       (1)            10
- ------------------------------------------------------------------------------------------------------
     Balance, March 31                                                      $ 6,827        $ 7,123
- ------------------------------------------------------------------------------------------------------
Loans and leases outstanding at March 31                                   $382,085       $363,102
Allowance for credit losses as a percentage of
    loans and leases outstanding at March 31                                   1.79 %         1.96 %
Average loans and leases outstanding during the period                     $376,584       $360,746
Annualized net charge-offs as a percentage of average loans
   and leases outstanding during the period                                     .45 %          .58 %
Allowance for credit losses as a percentage of
   nonperforming loans at end of period                                      206.79         250.99
- ------------------------------------------------------------------------------------------------------
</TABLE>
                                       46
<PAGE>

   Concentrations of Credit Risk

     In an effort to minimize  the adverse  impact of any single event or set of
occurrences,  the Corporation  strives to maintain a diverse credit portfolio as
outlined in Tables Ten, Eleven and Twelve.

     The exposures  presented in Table Ten represent credit  extensions for real
estate-related  purposes to borrowers or counterparties who are primarily in the
real  estate  development  or  investment  business  and for which the  ultimate
repayment of the credit is dependent on the sale,  lease,  rental or refinancing
of the real estate.  The exposures  included in the table do not include  credit
extensions which were made on the general  creditworthiness  of the borrower for
which real estate was obtained as security and for which the ultimate  repayment
of the credit is not dependent on the sale, lease,  rental or refinancing of the
real estate.  Accordingly,  the  exposures  presented do not include  commercial
loans secured by owner-occupied real estate, except where the borrower is a real
estate developer.
<TABLE>
<CAPTION>

Table Ten
Commercial Real Estate Loans, Foreclosed Properties
and Other Real Estate Credit Exposures
- ----------------------------------------------------------------------------------------------------------------------
March 31, 2000
                                                                                                               Other
                                                              Loans                     Foreclosed             Credit
                                              --------------------------------------
(Dollars in millions)                             Outstanding         Nonperforming    Properties (1)        Exposures (2)
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>                 <C>              <C>
By Geographic Region (3)
California                                                 $5,515           $ 8                 $13              $641
Southwest                                                   3,783            25                   2               476
Northwest                                                   2,763             2                   1               102
Florida                                                     2,446            25                   3               347
Midwest                                                     2,239            60                  31               314
Mid-Atlantic                                                1,617            28                   1               276
Carolinas                                                   1,273             9                   3                33
Midsouth                                                    1,190             3                   2               118
Northeast                                                     640            17                   -               256
Other states                                                  897            31                  10                93
Non-US                                                        370             3                   -                 -
Geographically diversified                                  2,367             -                   -                 -
- ------------------------------------------------------------------------------------------------------------------------
     Total                                                $25,100          $211                 $66            $2,656
- ------------------------------------------------------------------------------------------------------------------------

By Property Type
Apartments                                                 $4,857           $46                  $1             $ 748
Office buildings                                            4,792            25                   3               208
Shopping centers/retail                                     3,185            27                  25               414
Residential                                                 3,106            27                   3               248
Industrial/warehouse                                        2,110            17                   6                57
Land and land development                                   1,254            11                  11               148
Hotels/motels                                               1,229            17                   -               131
Unsecured                                                     734             1                   2                 3
Miscellaneous commercial                                      711             4                  12                24
Multiple use                                                  664             2                   -                44
Non-US                                                        370             -                   -                 -
Other                                                       2,088            34                   3               631
- ------------------------------------------------------------------------------------------------------------------------
     Total                                                $25,100          $211                 $66            $2,656
- ------------------------------------------------------------------------------------------------------------------------
(1) Foreclosed properties include commercial real estate loans only.
(2) Other credit exposures include letters of credit and loans held for sale.
(3) Distribution based on geographic location of collateral.
</TABLE>
                                       47
<PAGE>

      Table Eleven below presents aggregate  commercial loan and lease exposures
by certain significant industries at March 31, 2000.

<TABLE>
<CAPTION>

Table Eleven
Significant Industry Loans and Leases (1)
- ------------------------------------------------------------------------
March 31, 2000
(Dollars in millions)                                        Outstanding
- ------------------------------------------------------------------------
<S>                                                             <C>
Transportation                                                  $11,486
Media                                                             9,098
Equipment and general manufacturing                               8,555
Healthcare                                                        8,467
Business services                                                 8,401
Agribusiness                                                      8,079
Retail                                                            7,119
Autos                                                             6,655
Oil and gas                                                       6,249
Telecommunications                                                5,232
- ------------------------------------------------------------------------
(1) Includes only non-real estate commercial loans and leases.
</TABLE>

   Regional Foreign Exposure

     Through its credit and market risk management  activities,  the Corporation
has been  devoting  particular  attention  to those  countries  that  have  been
negatively impacted by global economic pressure,  including particular attention
to those Asian  countries  that have  experienced  currency  and other  economic
problems,  as well as countries  within Latin  America and Eastern  Europe which
have also recently experienced problems.

     In  connection  with its efforts to maintain a diversified  portfolio,  the
Corporation  limits its  exposure  to any one  geographic  region or country and
monitors this exposure on a continuous  basis.  Table Twelve sets forth selected
regional   foreign   exposure  at  March  31,  2000.  At  March  31,  2000,  the
Corporation's  total  exposure to these select  countries was $27.5  billion,  a
decrease of $272 million from December 31, 1999.

     Table Twelve presents the Corporation's  selected regional foreign exposure
at March  31,  2000.  The  following  table is  based on the  Federal  Financial
Institutions  Examination  Council's  instructions  for  periodic  reporting  of
foreign  exposures.  The table has been expanded to include "Gross Local Country
Claims" as defined in the table below and may not be consistent with disclosures
by other financial institutions.

                                       48

<PAGE>
<TABLE>
<CAPTION>

Table Twelve
Regional Foreign Exposure
- --------------------------------------------------------------------------------------------------------------------------------

                                                                                                    Increase        Increase
                                           Total        Gross         Other           Total        (Decrease)      (Decrease)
                                           Cross-       Local         Cross-         Exposure         from            from
                                           Border      Country        Border        March 31,     December 31,    December 31,
(Dollars in millions)                      Loans        Claims (1)     Claims (2)      2000           1999            1998
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>         <C>              <C>            <C>              <C>
Region/Country
Asia
China                                      $ 84        $   96       $   335          $   515        $   159          $    66
Hong Kong                                    57         4,060           292            4,409             90             (779)
India                                       579         1,238           234            2,051             67             (467)
Indonesia                                   319            88            65              472            (50)            (251)
Japan                                       168         1,108         2,112            3,388           (413)          (1,673)
Korea (South)                               326           925         1,039            2,290            152              411
Malaysia                                      -           571            47              618             28             (110)
Pakistan                                     12           294            21              327              4              (25)
Philippines                                 185           149           115              449            (54)            (134)
Singapore                                    88         1,084           306            1,478            186             (528)
Taiwan                                      233           628           137              998             37           (1,292)
Thailand                                     63           482            85              630             22             (320)
Other                                         3           116            11              130            (20)             (23)
- ---------------------------------------------------------------------------------------------------------------------------------
Total                                     2,117        10,839         4,799           17,755            208           (5,125)
- ---------------------------------------------------------------------------------------------------------------------------------
Central and Eastern Europe
Russian Federation                            7             -             4               11             (7)             (49)
Turkey                                      144             -           103              247             29             (218)
Other                                        82            46           101              229             (6)             (10)
- --------------------------------------------------------------------------------------------------------------------------------
Total                                       233            46           208              487             16             (277)
- --------------------------------------------------------------------------------------------------------------------------------
Latin America
Argentina                                   557           258           153              968           (170)            (299)
Brazil                                      985           725           765            2,475            (33)            (943)
Chile                                       751           220            91            1,062             63             (589)
Colombia                                    333            33            90              456            (36)            (342)
Mexico                                    1,437           200         1,906            3,543           (332)          (1,395)
Venezuela                                   136            18           258              412             (1)            (145)
Other                                       190             -           170              360             13              (70)
- --------------------------------------------------------------------------------------------------------------------------------
Total                                     4,389         1,454         3,433            9,276           (496)          (3,783)
- --------------------------------------------------------------------------------------------------------------------------------
    Total                                $6,739       $12,339        $8,440          $27,518          $(272)         $(9,185)
- --------------------------------------------------------------------------------------------------------------------------------

(1) Includes the following claims by the Corporation's foreign offices on local country residents regardless of the currency: loans,
    accrued interest receivable, acceptances, time deposits placed, trading account assets, other interest-earning investments,
    other short-term monetary assets, unused commitments, standby letters of credit, commercial letters of credit, formal
    guarantees, and available-for-sale (at fair value) and held-for-investment (at cost) securities.
(2) All instruments in (1) that are cross-border claims excluding loans but including derivative-dealer assets (at fair value) and
    available-for-sale (at fair value) and held-for-investment (at cost) securities that are collateralized by U.S. Treasury
    securities as follows: Mexico - $1,149, Venezuela - $174, Philippines - $22 and Latin America Other - $77. Held-for-investment
    securities (at cost) amounted to $772 with a fair value of $648.
</TABLE>


   International Developments

     During 1997,  1998 and part of 1999,  a number of countries in Asia,  Latin
America and Central and Eastern Europe experienced economic  difficulties due to
a combination of structural  problems and negative market reaction that resulted
from increased  awareness of these problems.  While each country's  situation is
unique, many share common factors such as: (1) government actions which restrain
normal functioning of free markets in physical goods, capital and/or currencies;
(2) perceived weaknesses of the banking systems; and (3) perceived overvaluation
of local currencies and/or pegged exchange rate systems.  These factors resulted
in capital movement out of these countries or in reduced capital  inflows,  and,
as a result, many of these countries  experienced liquidity problems in addition
to the structural problems.

                                       49
<PAGE>
    Since 1999 and into the first quarter of 2000,  many of the Asian  economies
have  been  showing  signs  of  recovery  from  prior  troubles  and are  slowly
implementing  structural reforms.  However,  there can be no assurance that this
will continue and setbacks  could be expected.  Since early 1999,  several Latin
American  economies  have  replaced  their  pegged  exchange  rate  systems with
free-floating currencies. While sustained recovery is not assured, much of Latin
America is showing signs of recovery.

     Where appropriate,  the Corporation has adjusted its activities  (including
its borrower selection) in light of the risks and opportunities discussed above.
Throughout 1999, the Corporation continued to reduce its exposure in Asia, Latin
America and  Central and Eastern  Europe,  adjusting  to the  changing  economic
conditions.  During  the  first  quarter  of 2000,  exposure  in  Latin  America
continued to decrease while exposure in Asia and Central and  Eastern  Europe
increased slightly.  The  increases  in  exposure  in Asia were  mostly in the
countries  experiencing  a stronger  economic  recovery.  The  Corporation  will
continue to monitor and adjust its foreign  activities  on a  country-by-country
basis  depending on  management's  judgment of the likely  developments  in each
country and will take action as deemed appropriate.

                                       50
<PAGE>


Market Risk Management

     In the normal course of conducting its business activities, the Corporation
is exposed to market risks including  price and liquidity  risk.  Market risk is
the  potential of loss arising from adverse  changes in market rates and prices,
such as interest rates  (interest rate risk),  foreign  currency  exchange rates
(foreign exchange risk),  commodity prices (commodity risk) and prices of equity
securities  (equity  risk).  Financial  products that expose the  Corporation to
market risk include securities,  loans, deposits,  debt and derivative financial
instruments  such as  futures,  forwards,  swaps,  options  and other  financial
instruments  with  similar  characteristics.  Liquidity  risk  arises  from  the
possibility  that the  Corporation  may not be able to satisfy current or future
financial commitments or that the Corporation may be more reliant on alternative
funding sources such as long-term debt.

     Market  risk is  managed  by the  Corporation's  Finance  Committee,  which
formulates policy based on desirable levels of market risk. In setting desirable
levels of market  risk,  the  Finance  Committee  considers  the  impact on both
earnings and capital of the current outlook in market rates,  potential  changes
in market rates, world and regional  economies,  liquidity,  business strategies
and other factors.

Trading Portfolio

     The table below sets forth the calculated  value-at-risk  (VAR) amounts for
the twelve  months  ended  March 31,  2000 and March 31,  1999.  The amounts are
calculated on a pre-tax basis. The Corporation  performs the VAR calculation for
each major trading  portfolio  segment on a daily basis.  It then calculates the
combined  VAR  across  these  portfolio  segments  using two  different  sets of
assumptions.   The  first  calculation   assumes  that  each  portfolio  segment
experiences  adverse price movements at the same time (i.e., the price movements
are perfectly  correlated).  The second  calculation  assumes that these adverse
price  movements  within the major  portfolio  segments do not occur at the same
time (i.e.,  they are  uncorrelated).  Interest rate and foreign  exchange risks
were  generally  lower for the twelve  months  ended March 31, 2000 than for the
twelve months ended March 31, 1999 due to the decreased  emphasis on proprietary
risk-taking  and the  establishment  of the Euro as a currency.  Equity risk was
generally  higher for the twelve months ended March 31, 2000 than for the twelve
months ended March 31, 1999 due to growth in the equity business. For additional
discussion of market risk associated with the trading  portfolio,  the VAR model
and how the Corporation manages its exposure to market risk, see pages 42 and 43
of the  Corporation's  1999 Annual Report on Form 10-K.  The  composition of the
trading  portfolio  and the related fair value are included in Note Three of the
consolidated financial statements on page 8.
<TABLE>
<CAPTION>

Trading Activities Market Risk
- ------------------------------------------------------------------------------------------------------------------------------------
                                               Twelve Months Ended March 31, 2000              Twelve Months Ended March 31, 1999
                                         -------------------------------------------------------------------------------------------
(U.S. dollar equivalents in millions)       Average VAR     High VAR(1)     Low VAR (1)   Average VAR   High VAR (1)     Low VAR (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>          <C>            <C>              <C>
Based on perfect positive correlation
 Interest rate                                   $77.6           $93.6           $66.9        $120.3         $163.8           $91.5
 Foreign currency                                 13.8            23.5             8.5          24.0           45.9             7.9
 Commodities                                       2.0             6.4             0.6           3.3            6.9             0.9
 Equity                                           18.6            36.2             7.6           4.9           10.9             1.0
Based on zero correlation
 Interest rate                                    23.7            27.8            18.6          37.1           49.9            24.8
 Foreign currency                                 11.5            21.7             6.9          20.4           40.0             6.1
 Commodities                                       1.6             5.8             0.5           2.5            5.3             0.6
 Equity                                           17.6            35.1             6.7           3.9            9.5             1.0
- ------------------------------------------------------------------------------------------------------------------------------------
(1) The high and low for the entire trading account may not equal the sum of the individual components as the highs or lows of the
    components

</TABLE>


                                       51
<PAGE>


Asset and Liability Management Activities

   Non-Trading Portfolio

     The Corporation's  Asset and Liability  Management (ALM) process is used to
manage  interest  rate  risk  through  the  structuring  of  balance  sheet  and
off-balance  sheet portfolios and identifying and linking such off-balance sheet
positions to specific assets and liabilities.  Interest rate risk represents the
only material market risk exposure to the Corporation's  non-trading  on-balance
sheet financial instruments.

     Available-for-sale  securities  had an  unrealized  loss of $4.0 billion at
March 31, 2000,  compared to an unrealized  loss of $3.8 billion at December 31,
1999. The expected maturities,  unrealized gains and losses and weighted average
effective  yield and rate associated with the  Corporation's  other  significant
non-trading  on-balance  sheet financial  instruments at March 31, 2000 were not
significantly  different  from those at December 31, 1999.  For a discussion  of
non-trading  on-balance  sheet  financial  instruments,  see  page 43 and  Table
Eighteen on page 44 of the "Market Risk Management" section of the Corporation's
1999 Annual Report on Form 10-K.

   Interest Rate and Foreign Exchange Contracts

     Risk management  interest rate contracts and foreign exchange contracts are
utilized  in the ALM  process.  Interest  rate  contracts,  which are  generally
non-leveraged  generic  interest  rate and basis  swaps,  options,  futures  and
forwards,  allow the  Corporation to  effectively  manage its interest rate risk
position. In addition, the Corporation uses foreign currency contracts to manage
the  foreign  exchange  risk  associated  with  foreign-denominated  assets  and
liabilities,  as  well  as  the  Corporation's  equity  investments  in  foreign
subsidiaries.  As  reflected  in Table  Thirteen,  the  notional  amount  of the
Corporation's  receive fixed and pay fixed interest rate swaps at March 31, 2000
was $61.3 billion and $28.3  billion,  respectively.  The receive fixed interest
rate  swaps  are  primarily   converting   variable-rate   commercial  loans  to
fixed-rate.  The net receive fixed  position at March 31, 2000 was $33.0 billion
notional   compared  to  $37.3  billion  notional  at  December  31,  1999.  The
Corporation had $7.8 billion  notional and $8.0 billion  notional of basis swaps
at March 31, 2000 and December 31, 1999, respectively, linked primarily to loans
and long-term debt. The Corporation had $37.7 billion notional and $35.1 billion
notional  of  option   products  at  March  31,  2000  and  December  31,  1999,
respectively. In addition, open foreign exchange contracts at March 31, 2000 had
a notional amount of $5.2 billion compared to $6.2 billion at December 31, 1999.

    Table Thirteen also  summarizes  the estimated  duration,  weighted  average
receive and pay rates and the net unrealized  gains and losses at March 31, 2000
and December 31, 1999 of the Corporation's open ALM interest rate swaps, as well
as the average  estimated  duration and net unrealized gains and losses at March
31, 2000 and December 31, 1999 of the  Corporation's  ALM basis swaps,  options,
futures and forward rate and foreign  exchange  contracts.  Unrealized gains and
losses are based on the last  repricing and will change in the future  primarily
based on  movements in one-,  three- and  six-month  LIBOR  rates.  The ALM swap
portfolio  had a net  unrealized  loss of $1.7 billion and $1.6 billion at March
31,  2000  and  December  31,  1999,  respectively.  The  change  was  primarily
attributable to an increase in interest rates. The ALM option products had a net
unrealized gain of $13 million and $5 million at March 31, 2000 and December 31,
1999,  respectively.  At March 31, 2000 and  December  31,  1999,  open  foreign
exchange  contracts  had a net  unrealized  loss of $67 million and $30 million,
respectively.

     The amount of  unamortized  net realized  deferred  gains  associated  with
closed  ALM swaps  was $112  million  and $174  million  at March  31,  2000 and
December 31, 1999, respectively. The amount of unamortized net realized deferred
gains  associated  with  closed ALM  options  was $72 million and $82 million at
March 31, 2000 and December 31, 1999,  respectively.  The amount of  unamortized
net  realized  deferred  losses  associated  with closed ALM futures and forward
contracts  was $20 million and $21  million at March 31, 2000 and  December  31,
1999,  respectively.  There were no unamortized  net realized  deferred gains or
losses  associated with closed foreign exchange  contracts at March 31, 2000 and
December 31, 1999.

                                       52
<PAGE>

     Management  believes  the fair value of the ALM  interest  rate and foreign
exchange  portfolios  should be viewed in the  context  of the  overall  balance
sheet, and the value of any single component of the balance sheet or off-balance
sheet positions should not be viewed in isolation.

     For a discussion of the  Corporation's  management of risk  associated with
mortgage  production  and servicing  activities,  see the  "Noninterest  Income"
section on page 34. See Note Six of the  consolidated  financial  statements  on
page 12 for information on the Corporation's ALM contracts.
<TABLE>
<CAPTION>



- ------------------------------------------------------------------------------------------------------------------------------------
March 31, 2000
                                                                              Expected Maturity                             Average
                                                    -----------------------------------------------------------------------
(Dollars in millions, average              Fair                                                                     After  Estimated
estimated duration in years)              Value        Total    2000      2001       2002     2003       2004       2004    Duration
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>      <C>        <C>      <C>        <C>      <C>         <C>       <C>         <C>
Open interest rate contracts
Total receive fixed swaps                   $(1,905)                                                                           2.93
  Notional value                                     $61,295    $7,846   $11,632    $1,916   $12,944     $ 7,086   $19,871
  Weighted average receive rate                         6.25 %    6.21  %   6.43  %   6.95  %   5.60  %     6.28  %   6.47 %
Total pay fixed swaps                           228                                                                            1.97
   Notional value                                    $28,341    $4,910    $9,743    $5,925    $2,514        $718    $4,531
   Weighted average pay rate                            6.76 %    6.71  %   6.60  %   6.91  %   7.10  %     7.46  %   6.67 %
Basis swaps                                      (2)
- ----------------------------------------------------
  Notional value                                      $7,787      $463     $ 595    $1,669    $4,913       $   -     $ 147
       Total swaps                           (1,679)
- ----------------------------------------------------
Option products                                  13
  Notional amount                                    $37,680      $635    $2,087     $ 868    $1,950     $15,661   $16,479
Futures and forward rate contracts               (3)
  Notional amount                                      $ 884      $884     $   -      $  -     $   -       $   -     $   -
- ----------------------------------------------------
       Total open interest rate contracts    (1,669)
Closed interest rate contracts(1)               164
- ----------------------------------------------------
    Net interest rate contract position      (1,505)
- ----------------------------------------------------
Open foreign exchange contracts                 (67)
  Notional amount                                     $5,247      $244    $1,499    $1,464     $ 112       $ 616    $1,312
- ----------------------------------------------------
    Total ALM contracts                     $(1,572)
- ------------------------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
December 31, 1999
                                                                              Expected Maturity                              Average
                                                    -----------------------------------------------------------------------
(Dollars in millions, average              Fair                                                                     After  Estimated
estimated duration in years)              Value      Total      2000      2001       2002     2003       2004       2004    Duration
- ------------------------------------------------------------------------------------------------------------------------------------
Open interest rate contracts
Total receive fixed swaps                   $(1,747)                                                                            2.75
   Notional amount                                   $63,002   $13,539   $11,493    $1,637   $12,894      $7,104   $16,335
   Weighted average receive rate                        6.15 %    5.98  %   6.43  %   6.88  %   5.60  %     6.57  %   6.28 %
Total pay fixed swaps                           115                                                                             2.11
   Notional amount                                   $25,701    $6,893    $8,232    $3,175    $2,475       $ 719    $4,207
   Weighted average pay rate                            6.68 %    6.84  %   6.57  %   6.23  %   7.10  %     7.46  %   6.61 %
Basis swaps                                      (6)
- ----------------------------------------------------
   Notional amount                                    $7,971     $ 743     $ 601    $1,669    $4,958       $   -     $   -
       Total swaps                           (1,638)
- ----------------------------------------------------
Option products                                   5
   Notional amount                                   $35,134     $ 505    $2,088     $ 868    $1,950     $15,661   $14,062
Futures and forward rate contracts                3
   Notional amount                                     $ 931     $ 931     $   -      $  -     $   -       $   -     $   -

- ----------------------------------------------------
      Total open interest rate contracts     (1,630)
Closed interest rate contracts(1)               235
- ----------------------------------------------------
     Net interest rate contract position     (1,395)
- ----------------------------------------------------
Open foreign exchange contracts                 (30)
    Notional amount                                   $6,231     $ 273    $1,499    $2,552     $ 112       $ 623    $1,172
- ----------------------------------------------------
      Total ALM contracts                   $(1,425)
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Represents the unamortized net realized deferred gains associated with closed contracts. As a result, no notional amount is
    reflected for expected maturity.

</TABLE>

                                       53





Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                               See  "Management's  Discussion  and  Analysis  of
                           Results  of  Operations  and  Financial  Condition  -
                           Market Risk  Management"  on page 51 and the sections
                           referenced  therein for  Quantitative and Qualitative
                           Disclosures about Market Risk.


Part II. Other Information

Item 1. Legal              Litigation
Proceedings

                              In  the   ordinary   course   of   business,   the
                           Corporation  and  its   subsidiaries   are  routinely
                           defendants  in or parties to a number of pending  and
                           threatened legal actions and  proceedings,  including
                           actions  brought  on behalf  of  various  classes  of
                           claimants.   In   certain   of  these   actions   and
                           proceedings,  substantial  money damages are asserted
                           against  the  Corporation  and its  subsidiaries  and
                           certain of these actions and proceedings are based on
                           alleged    violations    of   consumer    protection,
                           securities, environmental, banking and other laws.

                              The  Corporation  and  certain  present and former
                           officers and directors  have been named as defendants
                           in a  number  of  actions  filed in  several  federal
                           courts  that  have  been  consolidated  for  pretrial
                           purposes before a Missouri federal court. The amended
                           complaint in the consolidated actions alleges,  among
                           other things,  that the defendants failed to disclose
                           material facts about BankAmerica's losses relating to
                           D.E. Shaw Securities Group, L.P. and related entities
                           until  mid-October  1998,  in  violation  of  various
                           provisions  of federal  and state  laws.  The amended
                           complaint     also    alleges    that    the    proxy
                           statement-prospectus   of  August  4,  1998,  falsely
                           stated  that the  Merger  would be one of equals  and
                           alleges a scheme  to have  NationsBank  gain  control
                           over the newly merged  entity.  The Missouri  federal
                           court has certified classes  consisting  generally of
                           persons  who  were  stockholders  of  NationsBank  or
                           BankAmerica  on September  30, 1998, or were entitled
                           to vote on the Merger,  or who  purchased or acquired
                           securities  of the  Corporation  or its  predecessors
                           between  August 4, 1998 and  October  13,  1998.  The
                           amended complaint  substantially survived a motion to
                           dismiss,  and discovery is underway.  Claims  against
                           certain director-defendants were dismissed with leave
                           to  replead.   Similar   uncertified   class  actions
                           (including   one  limited  to  California   residents
                           raising the claim that the proxy statement-prospectus
                           of August 4,  1998,  falsely  stated  that the Merger
                           would be one of  equals)  were  filed  in  California
                           state court,  alleging  violations of the  California
                           Corporations Code and other state laws. The action on
                           behalf of California residents was certified, but has
                           since been dismissed and an appeal is pending. Of the
                           remaining actions,  one has been stayed, and a motion
                           for class  certification is pending in the other. The
                           Missouri   federal   court  has   recently   enjoined
                           prosecution   of  that  action  as  a  class  action.
                           Plaintiffs'  appeal  of that  order is  pending.  The
                           Corporation  believes the actions lack merit and will
                           defend them  vigorously.  The amount of any  ultimate
                           exposure  cannot be determined with certainty at this
                           time.

                              Management   believes   that   the   actions   and
                           proceedings  and the losses,  if any,  resulting from
                           the final  outcome  thereof,  will not be material in
                           the aggregate to the Corporation's financial position
                           or results of operations.


                                       54
<PAGE>


Item 2.  Changes in    As part of its share  repurchase  program,  during the
Securities and Use     first quarter of 2000, the  Corporation sold put options
Of Proceeds            to purchase an  aggregate of two million shares of Common
                       Stock.  These put options were sold to two independent
                       third parties for an aggregate purchase price of $14.1
                       million. The put option exercise prices range from $45.22
                       to $50.37 per share and expire in January 2001.  The put
                       option contracts  allow the Corporation to determine  the
                       method of settlement  (cash or stock).  Each of these
                       transactions  was  exempt  from  registration   under
                       Section  4(2)  of  the  Securities  Act of  1933,  as
                       amended.


Item 6. Exhibits       a)     Exhibits
and Reports on
Form 8-K               Exhibit  11- Earnings per share computation - included in
                                    Note 7 of the consolidated financial
                                    statements
                       Exhibit 12(a) - Ratio of Earnings to Fixed Charges
                       Exhibit 12(b) - Ratio of Earnings to Fixed Charges and
                                       Preferred Dividends
                       Exhibit 27- Financial Data Schedule

                       b)       Reports on Form 8-K

                       The  following  reports on Form 8-K were filed by the
                       Corporation during the quarter ended March 31, 2000:

                       Current Report on Form 8-K dated January 18, 2000 and
                       filed January 20, 2000, Items 5 and 7.

                       Current Report on Form 8-K dated January 25, 2000 and
                       filed February 10, 2000, Items 5 and 7.

                       Current Report on Form 8-K dated February 8, 2000 and
                       filed February 14, 2000, Items 5 and 7.


                                       55
<PAGE>


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







                                    SIGNATURE





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                                  Bank of America Corporation
                                                  ---------------------------
                                                  Registrant


Date: May 15, 2000                                /s/ Marc D. Oken
      ------------                                ----------------
                                                  MARC D. OKEN
                                                  Executive Vice President and
                                                  Principal Financial Executive
                                                  (Duly Authorized Officer and
                                                  Chief Accounting Officer)









                                       56
<PAGE>



                           Bank of America Corporation

                                    Form 10-Q

                                Index to Exhibits


Exhibit           Description
- -------           -----------
   11             Earnings per share computation - included in Note 7 of the
                  consolidated financial statements

   12(a)          Ratio of Earnings to Fixed Charges

   12(b)          Ratio of Earnings to Fixed Charges and Preferred Dividends

   27             Financial Data Schedule





                                       57

<TABLE>
<CAPTION>


Bank of America Corporation and Subsidiaries                                                                           Exhibit 12(a)
Ratio of Earnings to Fixed Charges
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                Three Months                Year Ended December 31
                                                                    Ended
(Dollars in millions)                                          March 31, 2000     1999        1998      1997      1996     1995
- ----------------------------------------------------------------------------------------------------------------------------------

Excluding Interest on Deposits

<S>                                                                    <C>       <C>         <C>       <C>      <C>       <C>
Income before income taxes                                             $3,533    $12,215     $ 8,048   $10,556  $ 9,311   $ 8,377

Less: Equity in undistributed earnings of
  unconsolidated subsidiaries                                              (7)      (167)        162       (49)      (7)      (19)

Fixed charges:
     Interest expense (including capitalized interest)                  3,067     10,084       9,479     8,219    7,082     6,354
     1/3 of net rent expense                                               91        342         335       302      282       275
- ----------------------------------------------------------------------------------------------------------------------------------
        Total fixed charges                                             3,158     10,426       9,814     8,521    7,364     6,629
- ----------------------------------------------------------------------------------------------------------------------------------
Earnings (excluding capitalized interest)                              $6,684    $22,474     $18,024   $19,028  $16,668   $14,987
- ----------------------------------------------------------------------------------------------------------------------------------
Fixed charges                                                          $3,158    $10,426      $9,814    $8,521   $7,364    $6,629
- ----------------------------------------------------------------------------------------------------------------------------------
Ratio of earnings to fixed charges                                       2.12       2.16        1.84      2.23     2.26      2.26
- ----------------------------------------------------------------------------------------------------------------------------------




- ----------------------------------------------------------------------------------------------------------------------------------
                                                                Three Months               Year Ended December 31
                                                                    Ended
(Dollars in millions)                                          March 31, 2000     1999        1998      1997      1996     1995
- ----------------------------------------------------------------------------------------------------------------------------------

Including Interest on Deposits

Income before income taxes                                             $3,533    $12,215     $ 8,048   $10,556  $ 9,311   $ 8,377

Less: Equity in undistributed earnings of
  unconsolidated subsidiaries                                              (7)      (167)        162       (49)      (7)      (19)

Fixed charges:
     Interest expense (including capitalized interest)                  5,562     19,086      20,290    18,903   16,682    16,369
     1/3 of net rent expense                                               91        342         335       302      282       275
- ----------------------------------------------------------------------------------------------------------------------------------
        Total fixed charges                                             5,653     19,428      20,625    19,205   16,964    16,644
- ----------------------------------------------------------------------------------------------------------------------------------
Earnings (excluding capitalized interest)                              $9,179    $31,476     $28,835   $29,712  $26,268   $25,002
- ----------------------------------------------------------------------------------------------------------------------------------
Fixed charges                                                          $5,653    $19,428     $20,625   $19,205  $16,964   $16,644
- ----------------------------------------------------------------------------------------------------------------------------------
Ratio of earnings to fixed charges                                       1.62       1.62        1.40      1.55     1.55      1.50
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>
                                       58


<TABLE>
<CAPTION>




Bank of America Corporation and Subsidiaries                                                                          Exhibit 12(b)
Ratio of Earnings to Fixed Charges and Preferred Dividends
                                                                Three Months                  Year Ended December 31
                                                                    Ended
(Dollars in millions)                                          March 31, 2000      1999        1998      1997      1996     1995
- ----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                    <C>       <C>         <C>       <C>      <C>       <C>
Excluding Interest on Deposits

Income before income taxes                                             $3,533    $12,215     $ 8,048   $10,556  $ 9,311   $ 8,377

Less: Equity in undistributed earnings of
  unconsolidated subsidiaries                                              (7)      (167)        162       (49)      (7)      (19)

Fixed charges:
     Interest expense (including capitalized interest)                  3,067     10,084       9,479     8,219    7,082     6,354
     1/3 of net rent expense                                               91        342         335       302      282       275
- ----------------------------------------------------------------------------------------------------------------------------------
        Total fixed charges                                             3,158     10,426       9,814     8,521    7,364     6,629

Preferred dividend requirements                                             2         10          40       183      332       426
- ----------------------------------------------------------------------------------------------------------------------------------
Earnings (excluding capitalized interest)                              $6,684    $22,474     $18,024   $19,028  $16,668   $14,987
- ----------------------------------------------------------------------------------------------------------------------------------
Fixed charges and preferred dividends                                  $3,160    $10,436      $9,854    $8,704   $7,696    $7,055
- ----------------------------------------------------------------------------------------------------------------------------------
Ratio of earnings to fixed charges and preferred dividends               2.12       2.15        1.83      2.19     2.17      2.12
- ----------------------------------------------------------------------------------------------------------------------------------




- ----------------------------------------------------------------------------------------------------------------------------------
                                                                Three Months                 Year Ended December 31
                                                                    Ended
(Dollars in millions)                                          March 31, 2000      1999        1998      1997      1996     1995
- ----------------------------------------------------------------------------------------------------------------------------------

Including Interest on Deposits

Income before income taxes                                             $3,533    $12,215     $ 8,048   $10,556  $ 9,311   $ 8,377

Less: Equity in undistributed earnings of
  unconsolidated subsidiaries                                              (7)      (167)        162       (49)      (7)      (19)

Fixed charges:
     Interest expense (including capitalized interest)                  5,562     19,086      20,290    18,903   16,682    16,369
     1/3 of net rent expense                                               91        342         335       302      282       275
- ----------------------------------------------------------------------------------------------------------------------------------
        Total fixed charges                                             5,653     19,428      20,625    19,205   16,964    16,644

Preferred dividend requirements                                             2         10          40       183      332       426
- ----------------------------------------------------------------------------------------------------------------------------------
Earnings (excluding capitalized interest)                              $9,179    $31,476     $28,835   $29,712  $26,268   $25,002
- ----------------------------------------------------------------------------------------------------------------------------------
Fixed charges and preferred dividends                                  $5,655    $19,438     $20,665   $19,388  $17,296   $17,070
- ----------------------------------------------------------------------------------------------------------------------------------
Ratio of earnings to fixed charges and preferred dividends               1.62       1.62        1.40      1.53     1.52      1.46
- ----------------------------------------------------------------------------------------------------------------------------------


</TABLE>
                                       59


<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     This schedule contains summary information extracted from the March 31,
     2000 Form 10-Q for Bank of America Corporation and is qualified in its
     entirety by reference to such financial statements.
</LEGEND>


<S>                             <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-END>                                   MAR-31-2000
<CASH>                                         27,259
<INT-BEARING-DEPOSITS>                          3,250
<FED-FUNDS-SOLD>                               39,801
<TRADING-ASSETS>                               47,321
<INVESTMENTS-HELD-FOR-SALE>                    82,557
<INVESTMENTS-CARRYING>                          1,294
<INVESTMENTS-MARKET>                            1,181
<LOANS>                                       382,085
<ALLOWANCE>                                    (6,827)
<TOTAL-ASSETS>                                656,113
<DEPOSITS>                                    351,626
<SHORT-TERM>                                  152,834
<LIABILITIES-OTHER>                            44,295
<LONG-TERM>                                    62,059
                               0
                                        77
<COMMON>                                       10,828
<OTHER-SE>                                     34,394
<TOTAL-LIABILITIES-AND-EQUITY>                656,113
<INTEREST-LOAN>                                 7,394
<INTEREST-INVEST>                               1,331
<INTEREST-OTHER>                                1,361
<INTEREST-TOTAL>                               10,086
<INTEREST-DEPOSIT>                              2,495
<INTEREST-EXPENSE>                              5,562
<INTEREST-INCOME-NET>                           4,524
<LOAN-LOSSES>                                     420
<SECURITIES-GAINS>                                  6
<EXPENSE-OTHER>                                 4,623
<INCOME-PRETAX>                                 3,533
<INCOME-PRE-EXTRAORDINARY>                      3,533
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    2,240
<EPS-BASIC>                                    1.34
<EPS-DILUTED>                                    1.33
<YIELD-ACTUAL>                                   3.27
<LOANS-NON>                                     3,302
<LOANS-PAST>                                      461
<LOANS-TROUBLED>                                    0
<LOANS-PROBLEM>                                     0
<ALLOWANCE-OPEN>                                6,828
<CHARGE-OFFS>                                     570
<RECOVERIES>                                      150
<ALLOWANCE-CLOSE>                               6,827
<ALLOWANCE-DOMESTIC>                                0
<ALLOWANCE-FOREIGN>                                 0
<ALLOWANCE-UNALLOCATED>                             0



</TABLE>


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