ITEM 3.03. Material Modification to Rights of Security Holders.

On January 24, 2020, Bank of America Corporation (the "Corporation") issued 44,000 shares of Series MM Preferred Stock (as defined in Item 5.03 below).

Under the terms of the Series MM Preferred Stock, the ability of the Corporation to declare or pay dividends on, declare or make distributions with respect to, or repurchase, redeem or otherwise acquire for consideration, shares of its common stock or any preferred stock ranking on a parity with or junior to the Series MM Preferred Stock, will be subject to certain restrictions in the event that the Corporation fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series MM Preferred Stock. The restrictions are set forth in the Certificate of Designations described in Item 5.03 below.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On January 24, 2020, the Corporation filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to amend its Restated Certificate of Incorporation. The Certificate of Designations fixes the designations, preferences, limitations and relative rights of the Corporation's Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series MM, $0.01 par value per share (the "Series MM Preferred Stock"). The Series MM Preferred Stock has a liquidation preference of $25,000 per share. The Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

ITEM 8.01. Other Events.

On January 24, 2020, the Corporation sold 1,100,000 Depositary Shares (the "Depositary Shares"), each representing a 1/25th interest in a share of the Series MM Preferred Stock. The terms of the offering of the Depositary Shares are described in the Corporation's Prospectus dated June 29, 2018, constituting a part of the Registration Statement on Form S-3 (Registration No. 333-224523), as supplemented by a Prospectus Supplement dated January 21, 2020. Additional exhibits are filed herewith in connection with the offering, issuance and sale of the Depositary Shares.



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ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:



 Exhibit
   No.                                  Description of Exhibit

   1.1             Underwriting Agreement, dated January 21, 2020 with respect to the
                 offering of 1,100,000 Depositary Shares, each representing a 1/25th
                 interest in a share of Series MM Preferred Stock

   3.1             Certificate of Designations for the Series MM Preferred Stock

   4.1             Deposit Agreement related to the Depositary Shares, dated
                 January 23, 2020, among the Corporation, Computershare Inc.,
                 Computershare Trust Company, N.A. and the Holders from time to time
                 of the Depositary Receipts

   4.2             Form of Depositary Receipt for the Depositary Shares (included in
                 Exhibit 4.1)

   5.1             Opinion of McGuireWoods LLP, regarding legality of the Series MM
                 Preferred Stock and the Depositary Shares

   104           Cover Page Interactive Data File (embedded in the cover page
                 formatted in Inline XBRL)


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