SecProbe.io

February 28, 2011

Ms. Colleen Hennessy Bank of Montreal 111 West Monroe Street P.O. Box 755 Chicago, Illinois 60690
Re:  Bank of Montreal
Registration Statement on Form F-4
Filed February 2, 2011 File No. 333-172012 Form 40-F for the Fiscal Year Ended October 31, 2010 Filed December 8, 2010 File No. 001-13354
Dear Ms. Hennessy:
We have reviewed the above referenced f ilings and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information, including, if applicable, a draft of your proposed di sclosures to be made
in future filings.  If you do not believe our comm ents apply to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 Registration Statement on Form F-4

General
 1. Please note that M&I will be required to include 2010 compensation information to the
extent that this information is not include d in its 2010 Form 10-K and incorporated by
reference into your next amendment.

Ms. Colleen Hennessy
Bank of Montreal February 28, 2011 Page 2

2. Revise to supplementally provide the staff with any Board books used by the companies
in deciding to agree to the merger terms.
Prospectus cover page

3. Revise to disclose the maximum number of shares to be issued.
Summary
4. Revise to add a recent developments section for BMO and M&I.
Information about the Companies
Bank of Montreal, page 1
5. State your total assets an d deposits.  Make the corre sponding change on page 39.
Marshall & Ilsley, page 2
6. Provide the date and location of  incorporation of M&I.  Also, revise to specifically name
the “neighboring Midwestern states”.  Make the corresponding changes on page 40.
Material United States Federal Income Tax Consequences, page 4
7. Revise to include a similar summary section for material Canadian federal income tax
consequences.  Please also provide a legal opinion relating to the Canadian tax consequences, or please tell us why you have  concluded that you are not required to file
this opinion.
M&I’s Directors and Executive Officers Have Certain Interest in the Merger, page 6

8. Revise to provide the time frames for inde mnification of the executive officers and non-
employee directors.
9. Revise to use separate bullets for the ch ange of controls conversions, deferred and
incentive compensation plans, Mr. Furlong, and the retention pool. In this regard, for the
change of control, disclose the aggregate dollar amount under the curr ent plans, the dollar
amount to be put in the new plans and the changes in conditions, e.g., qualifying terminations, requiring payment. For the de ferred and incentive compensation plans,
disclose the aggregate dollar value of the exis ting plans, the weight ed percentage vested,
and the new dollar value. For Mr. Furlong, disclo se the value of the current arrangements
being changed and the value of the new arrange ments. For the retention pool, disclose the
dollar value of the pool and how  many executives will be eligible. In regard to these

Ms. Colleen Hennessy
Bank of Montreal February 28, 2011 Page 3

disclosures, disclose if any of the current arrangements, i.e., current plans, have been
changed in the last year.
Unaudited Pro Forma Condensed Combined Consolidated Financial Information

Note 3 – Preliminary Purchase Price Allo cation for the M&I Merger and Pro Forma
Adjustments, page 19

10. Please revise to use BMO’s common stock pr ice prevailing at the time the merger was
announced in accordance with Canadian GAAP in your purchase price allocation or tell
us why you believe it is more appropriate to use the price per share on January 26, 2011.
Note 5 – Reconciliation of Canadian and United States Generally Accepted Accounting
Principles, page 21
 11. Please revise to provide a description of each reconciling adjustment in appropriate
detail.
Risk Factors, page 29

12. Some of your risk fact ors make statements regarding your ability to provide assurances or
guarantees that a given event might happen.  Plea se revise this section to eliminate this
type of language. The point of a particular ri sk factor is to discuss a material risk and
explain the likelihood of the risk impacting an investment in your securities, not your
ability to provide assurances or guarantees.
BMO expects to maintain its status as  a “foreign private issuer”…, page 33
13. Revise this paragraph to sp ecifically describe how BMO’s status as a foreign private
issuer will affect the compensation disclosu re that former M&I shareholders enjoyed
prior to the merger.
The Merger
Background of the Merger, page 41
14. Revise the second full paragraph on page 42 to disclose the reasons why additional
indications of intere sts were not sought.
15. Revise the third paragraph to provide the time  frame for the discussions and to whom at
BMO Mr. Furlong spoke. In addition, disclose if the Board was aware of the discussions.

Ms. Colleen Hennessy
Bank of Montreal February 28, 2011 Page 4

Finally, briefly describe the substance of the discussions, e.g., price, management
carryover, etc., was discussed.
16. Revise page 43 to quantify the terms of the revised indication of interest submitted by
Party A on December 16, 2010.
17. Please tell us why the parties opted to enter into a stock option agreement rather than a
termination fee requirement.
18. We note that the book value per common sh are of M&I was $9.39 as of September 30,
2010.  Please revise to describe why the board believed that BMO’s offer, valued at $7.75
per share as of December 16, 2010, was favor able in light of M&I’s book value.
M&I’s Board Recommendation and R easons for the Merger, page 44

 19. Separate the factors considered by M&I’s board of directors into positive and negative factors, and please tell us whether the M&I board of directors cons idered as a negative
factor the fact that holders of M&I common st ock are not entitled to  any dissenters’ rights
of appraisal in connec tion with the merger.
Interests of M&I’s Directors a nd Executive Officers in the Merger

M&I Change of Control Agreements, page 52
20. Revise this section to quantify and present in tabular format the payments disclosed in the
second paragraph for each named executive o fficer.  Also include a column comparing
these amounts to the payments disclosed in the second full paragraph on page 53.
New Employment Agreement by and among BMO, Harris N.A. and Mark Furlong, page 54
21. Please file this new employment agreement with your next amendment.
Equity Compensation Awards, page 55
22. Revise to present the information in the s econd paragraph of this section in tabular
format.
Litigation Related to the Merger, page 67
23. Revise to more fully describe the cl aims asserted in the pending actions.

Ms. Colleen Hennessy
Bank of Montreal February 28, 2011 Page 5

Form 40-F for the Fiscal Year Ended October 31, 2010

Exhibit 99.1
General Development of the Business
Three Year History, page 4
24. In future filings, revise to defi ne the term “Instore branch”.
Legal Proceedings and Re gulatory Actions, page 13
25. In future filings, revise to add more informa tion regarding the nature of the investigations
relating to this matter with th e Ontario Securities Commission.
Exhibit 99.2

Non-GAAP Measures, page 91

26. We note you present Cash EPS as a non-GAAP measure.  This appears to be a non-
GAAP liquidity measures presented on a per sh are basis.  Please remove this non-GAAP
measure in all future filings or tell us w hy you believe it is not prohibited.  Refer to
Question 102.05 of the SEC’s Compliance & Di sclosure Interpretations (C&DI’s) and
Accounting Series Release No. 142.
27. We note you present Cash Net Income as a non-GAAP measure.  Please revise future
filings to use a different title to more accurately describe this non-GAAP financial
measure since it appears that this measure incl udes certain non-cash it ems that impact net
income (provision for loan loss, depreciation, etc.).
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filings incl ude the information the Securities Act of 1933 and
the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, require.  Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Ms. Colleen Hennessy
Bank of Montreal February 28, 2011 Page 6

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
  You may contact Michael Volley at (202)  551-3437 or Kevin W. Vaughn at (202) 551-
3494 if you have questions regarding comments on th e financial statements and related matters.
Please contact Erin Magnor at  (202) 551-3454 or me at (202) 551-3434 with any other questions.

      S i n c e r e l y ,

      M i c h a e l  C l a m p i t t        S e n i o r  A t t o r n e y

cc. (facsimile only)
C. Andrew Gerlach Sullivan & Cromwell LLP (212) 291-9299