SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

August 24, 2005

Karen Maidment
Chief Financial Officer
Bank of Montreal
100 King Street West
1 First Canadian Place
Toronto, Ontario, Canada M5X 1A1

RE:	Bank of Montreal
Form 40-F for the Fiscal Year Ended October 31, 2004
Filed December 15, 2004
File No. 1-13354

Dear Ms. Maidment,

	We have reviewed the above referenced filing, limiting our
review to the issues addressed in our comments.  Please provide us
with the requested information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Note 19 Employee Compensation - Stock Based Compensation, page 109

1. We note your disclosure that beginning with your fiscal 2002
mid-
term incentive program, you entered into agreements with third
parties to assume your obligations related to these programs in
exchange for cash payments of $173 million, $105 million and $58
million in the years ended October 31, 2004, 2003 and 2002,
respectively.  Please tell us the following:

* Who is the counterparty to your agreement.
* How you structured the agreement.
* How you determined that you had transferred all of the risk for
payment to your counterparty.

Note 26 Fair Value of Financial Instruments, page 119

2. We note your disclosure that in most cases financial
instruments
are not typically exchangeable or exchanged and therefore it is
difficult to determine their fair value.  In those cases, you have
estimated fair value assuming that you will not sell the assets or
liabilities, taking into account only changes in interest rates
and
credit risk that have occurred since you acquired them or entered
into the underlying contract.  Please explain to us in greater
detail
your methodology for calculating fair value including whether you
include any reserves or provisions in your valuation.

3. Please explain to us why you assume that you will not sell the
assets or liabilities, explain the affect of this assumption on
your
valuation and quantify the affect.

4. Please tell us how you assess the accuracy of your fair value
calculations.

5. Please explain to us how your fair value methodology is
consistent
with US GAAP which defines fair value as the amount at which an
asset
could be bought or sold in a current transaction between willing
parties, that is, other than in a forced or liquidation sale.
Refer
to SFAS 107 and SFAS 133.

Note 27 Reconciliation of Canadian and United States Generally
Accepted Accounting Principles, page 120

6. Please tell us why you did not assume your Series 4, 6, and 10
Class B Preferred shares were converted into common shares in your
diluted earnings per share calculation.  Refer to paragraph 29 of
SFAS 128.

7. Please tell us why you did not either report a statement of
cash
flows prepared in accordance with US GAAP or with International
Accounting Standard No. 7; or disclose in a note to the financial
statements a quantified description of the material differences
between your statement of cash flows and a statement of cash flows
prepared in accordance with US GAAP or with International
Accounting
Standard No. 7.

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Your letter should
key
your response to our comments and provide any requested
information.
Please file your letter on EDGAR.  Please understand that we may
have
additional comments after reviewing your response to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Michael Volley, Staff Accountant, at (202)
551-
3437 or me at (202) 551-3490 if you have questions regarding our
comments.

Sincerely,

Don Walker
Senior Assistant Chief Accountant
??

??

??

??

Karen Maidment
Bank of Montreal
August 24, 2005
Page 3

</TEXT>
</DOCUMENT>