BANK OF AMERICA CORP /DE/
8-K, 2000-02-10
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

           Date  of  Report  (Date  of  earliest event reported):
                            January 25, 2000

                        BANK OF AMERICA CORPORATION,
                                On behalf of
                         THE NATIONSBANK 401(K) PLAN
           (Exact name of registrant as specified in its charter)

                                  Delaware
       (State or other jurisdiction of incorporation or organization)

                                   1-6523
                          (Commission File Number)

                                 56-0906609
                      (IRS Employer Identification No.)

                           100 North Tryon Street
                          Charlotte, North Carolina
                  (Address of principal executive offices)

                                  28255
                                (Zip Code)

                              (704) 386-5000
            (Registrant's telephone number, including area code)



<PAGE>

         ITEM 5.  OTHER EVENTS.

                  Changes in  Certifying  Accountant of The  NationsBank  401(k)
         Plan.   PricewaterhouseCoopers   LLP  ("PWC")  was   dismissed  as  the
         independent  accountants for The  NationsBank  401(k) Plan (the "Plan")
         effective as of the close of business  February 7, 2000. The reports of
         PWC on the  financial  statements  of the Plan at December 31, 1998 and
         December  31,  1997 and for the three years ended  December  31,  1998,
         contain  no  adverse  opinion or  disclaimer  of  opinion  and were not
         qualified  or modified  as to  uncertainty,  audit scope or  accounting
         principle.  The decision to change  accountants  was recommended by the
         General  Auditor of Bank of America  Corporation  and  approved  by the
         Corporate  Benefits  Committee  of  Bank  of  America  Corporation.  In
         connection  with its audits for the two most  recent  fiscal  years and
         through the date of dismissal,  there have been no  disagreements  with
         PWC on any  matter  of  accounting  principle  or  practice,  financial
         statement   disclosure   or   auditing   scope  or   procedure,   which
         disagreements  if not  resolved to the  satisfaction  of PWC would have
         caused PWC to make  reference  thereto in their report on the financial
         statements for such years.  During the two most recent fiscal years and
         through the date of  dismissal,  there have been no  reportable  events
         pursuant to Item 304 (a)(1)(v) of Regulation S-K.

                  The Plan engaged  Morris,  Davis & Chan as its new independent
         accountants  as of January 25, 2000.  During the most recent two fiscal
         years and through the date of  engagement,  the Plan has not  consulted
         with Morris, Davis & Chan on items regarding either (i) the application
         of accounting principles to a specified  transaction,  either completed
         or proposed;  (ii) the type of audit  opinion that might be rendered on
         the  Plan's  financial  statements;  or (iii) the  subject  matter of a
         disagreement  or  reportable  event  with  the  Plan's  former  auditor
         pursuant to Item 304(a)(2) of Regulation S-K.

                  The Plan has  provided a copy of this  disclosure  to PWC, and
         PWC has  provided  the Plan with a letter  addressed to the SEC stating
         that it agrees  with the  statements  set forth  above.  A copy of that
         letter,  dated  February  9, 2000,  is filed as Exhibit 16 to this Form
         8-K.


<PAGE>



      ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS.

      (c)         Exhibits.

                  The following exhibit is filed herewith:

      EXHIBIT NO.        DESCRIPTION OF EXHIBIT

      16          Letter from  PricewaterhouseCoopers  LLP to the Securities and
                  Exchange Commission regarding change in certifying accountant
                  of The NationsBank 401(k) Plan



<PAGE>


                               SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the Bank of America Corporation  Corporate Benefits Committee has duly
caused this report to be signed on behalf of The NationsBank  401(k) Plan by the
undersigned hereunto duly authorized.



                               THE NATIONSBANK 401(K) PLAN



                               By:      /s/ Charles D. Loring
                                        ------------------------
                                        Charles D. Loring
                                        Senior Vice President
                                        Bank of America Corporation


Dated:  February 10, 2000


<PAGE>




                                  EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION OF EXHIBIT

16                Letter from  PricewaterhouseCoopers  LLP to the Securities and
                  Exchange Commission  regarding change in certifying accountant
                  of The NationsBank 401(k) Plan
<PAGE>

February 9, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Bank of America Corporation on behalf of The
NationsBank 401(k) Plan (copy attached), which we understand will be filed with
the Commission, pursuant to Item 5 of Form 8-K, as part of the Company's Form
8-K report to be filed on February 10, 2000. We agree with statements concerning
our Firm in such Form 8-K.

Very truly yours,

/S/PricewaterhouseCoopers LLP
- ----------------------------------
PricewaterhouseCoopers LLP

Attachment





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