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CORRESP
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CORRESP

 100 King Street West, 24th Floor,

 Toronto, ON M5X 1A1

 June 21st, 2013

VIA EDGAR

 Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

 Securities and Exchange
Commission

 Washington, DC 20549

RE:
Bank of Montreal

 Form 40-F for the Fiscal Year
Ended October 31, 2012

 Filed December 4, 2012

 File No. 001-13354

 Dear Ms. Ciboroski,

 I am writing this letter in response to your letter dated May 16, 2013 pertaining to the following questions. I set out below your comments in bold type and the Bank of Montreal’s response thereafter.

 At the Bank of Montreal, we take our disclosure responsibilities seriously and are very interested in enhancing the clarity and usefulness of our
disclosures. We appreciate your comments and, after having considered your comments, recognize that there are a number of areas where our disclosures can be enhanced and clarified, as discussed in more detail in our responses to your comments below.

 Form 40-F for the Fiscal Year Ended October 31, 2012

 Exhibit 99.2

 Management’s Discussion and Analysis, page 24

Economic and Financial Services Developments in 2012, page 30

1.
We note your disclosure that housing market activity and residential mortgage growth slowed after the first half of the year in response to more restrictive mortgage rules in
Canada, and tighter lending standards held back residential mortgage growth in the United States. Please tell us and revise your future filings to disclose the significant changes in the Canadian and U.S. mortgage rules during 2012 and the impact
these rules had on your underwriting process.

 We will amend future filings to ensure there is clarity of our
reference to “more restrictive mortgage rules in Canada, and tighter lending standards held back residential mortgage growth in the United States” and the impact these changes had on our underwriting process.

Lending standards within BMO for residential mortgages in the United States largely follow secondary market guidelines, and were unchanged for 2012
compared to 2011. Minimum standards regarding debt-to-income ratios and credit history remained consistent with the prior year. Loan to value restrictions were eased slightly for home equity underwriting as home values stabilized. These
standards are tighter compared to the ‘pre-crisis’ period of 2007 / 2008 where there were allowances for higher loan to values and lower credit scores. The overall tightening that happened following the crisis has created a less liquid and
suppressed market but the standards were unchanged in 2012. The reference to tighter lending standards is over a longer view (i.e. versus 2007 / 2008).

 We note that we have included additional disclosure in our Q2 2013 Report to Shareholders (Pg 12 under
the heading Real Estate Secured Lending), provided to the SEC, to further explain the changes to Canadian mortgage rules as follows:

 In
2012, new residential real estate lending rules were introduced for federally regulated lenders in Canada, including restrictions on loan-to-value (LTV) for revolving home equity lines of credit (“HELOCs”), waiver of confirmation of
income, debt service ratio maximums, as well as maximum amortization of 25 years and maximum home values of $1 million for high ratio insured mortgages (LTV greater than 80%). The regulatory changes resulted in some adjustments to loan underwriting
practices including reducing the maximum LTV on HELOCs to 65% from 80%.

 Critical Accounting Estimates, page 70

Goodwill and Intangible Assets, page 72

2.
We note your disclosure for the goodwill impairment test that if the carrying value were to exceed the recoverable amount of the group you would undertake a more detailed
goodwill impairment assessment. We also note that the fair value less costs to sell was used to perform your goodwill impairment test in 2012 and that the discounted cash flow model used included assumptions related to synergies achieved on
acquisition. Please address the following:

•

 Clarify for us what you mean when you state that “a more detailed goodwill impairment assessment would have to be undertaken” when the carrying
value of a cash-generating unit (CGU) exceeds the recoverable amount and how this interacts with paragraphs 90 and 104 of IAS 36 on recognition of an impairment loss.

As indicated by your comment, paragraphs 90 and 104 of IAS 36 require a one-step goodwill impairment test in the sense that an impairment loss is
recognized if the carrying amount of a cash generating unit (CGU) to which goodwill has been allocated exceeds the recoverable amount of the CGU. We complete a one-step impairment test as required by the standard. Upon further review we recognize
that the wording on page 72 of our Annual Report does not clearly reflect the one-step process that we complete. We will amend the wording in our 2013 Annual Report to clarify that we complete a one-step test as follows:

“Goodwill is assessed for impairment at least annually. This assessment includes a comparison of the carrying value and the recoverable
amount of each group of businesses (a cash generating unit) to which goodwill has been allocated to determine whether the recoverable amount of the group is greater than its carrying value. If the carrying value were to exceed the recoverable amount
of the group, we would recognize an impairment loss.”

•

 Explain how you determined the synergies achieved on acquisition assumption would be available to most market participants and as such is a valid assumption
in the fair value calculation. In your response, address whether the inclusion of this assumption increases or decreases your value in the discounted cash flow model.

When assessing acquisition targets, we incorporate a synergy assumption into our discounted cash flow analysis when determining fair value of the
target company. We understand based on our experience on acquisitions we have both evaluated and completed that market participants pricing acquisitions of financial institution businesses, would take expected synergies into account in determining
fair value and a purchaser would expect to achieve synergies from integrating the target’s operations into its own operations. In determining fair value less costs to sell for purposes of our impairment tests, we validated the appropriateness
of our assumption of synergies achieved on acquisition by ensuring that the assumptions were consistent with market data and hence were consistent with experiences of others and with our experience in recent acquisitions. Data was obtained for 67
comparable banking acquisitions between 2010 and 2012 from a third party that collects data from sources such as merger documents, press releases and investor presentations. This data would be available to any potential acquirer.

The synergies assumption increases the determination of fair value in the discounted cash flow model. We completed sensitivity analysis on the
synergy assumption and noted that the recoverable amount remained above carrying value even in the low end of the range.

 Credit and Counterparty
Risk, page 80

 Risk Rating Systems, page 80

3.
We note your credit risk and risk rating systems disclosures here and on pages 135 and 136, and we note that the ratings correlate to a probability of default (PD) range.
Please tell us and revise your future filings to clarify whether these risk rating systems are used in your allowance calculation and if so, how you incorporate the ratings and the PD range into the specific and collective allowances.

 We will comply by ensuring that future filings clarify how risk ratings and probabilities of default are used in our
allowance calculations.

 Collective Allowance

 Risk rating systems mapped to probability of default (PD) rates are used in BMO’s collective allowance calculation as further discussed below. The collective allowance utilizes PDs and other credit risk
parameters assigned using risk rating systems to quantify incurred but not identified loss for the performing loan portfolio.

 For
performing wholesale/commercial accounts, risk ratings are mapped to PDs based on historical long run default experience for a given portfolio. Borrower risk ratings are assigned within this framework using methodologies and rating criteria based on
the specific risk characteristics of each counterparty. As counterparties migrate between risk ratings, the associated PDs also change, which is reflected in the incurred loss calculation.

 For retail/consumer accounts, performing exposures are segmented into homogenous pools based on
account characteristics such as credit bureau score, delinquency history, loan-to-value ratio and loan balance. PDs and other credit risk parameters are then assigned to each pool based on the characteristics of the pool and historical experience
and the incurred loss is quantified.

 The Bank regularly back tests and calibrates the PDs based on our actual loss
experience.

 Specific Allowance

 Risk ratings are assigned to impaired exposures in the wholesale portfolio; however these risk ratings reflect that the loan has been classified as impaired and not the probability of default since objective
evidence of impairment already exists. Specific allowances and the related credit provision are determined at the individual account level based on the expected recoverable amount. Certain significant retail/consumer loans are individually assessed
for impairment; individually insignificant retail/consumer loans are collectively assessed for impairment on a pooled basis, taking into account historical loss experience, PDs, delinquency status, bankruptcy status, product category and type of
collateral pledged.

4.
We note your disclosure that collateral is used for credit risk mitigation purposes and minimizes losses that would otherwise be incurred. You also state that on an ongoing
basis, collateral is subject to regular valuation as prescribed in your governing policies and standards. We further note for your disclosure under “Allowance for Credit Losses: on page 131 that the estimated future cash flows of a
collateralized loan reflects the expected realization of the underlying security net of expected costs and any amount legally required to be paid to the borrower in your impairment analysis for individually identified impaired loans. Considering the
value of the underlying collateral is a factor in your impairment analysis, and you have policies and procedures in place to value it on a regular basis, please tell us and revise your future filings to disclose your collateral valuation policies
and procedures. In your disclosure, address the following:

•

 Discuss how frequently you obtain appraisals for the underlying collateral for both loan origination and loan impairment analysis and the type of appraisal
obtained (e.g., in –person full appraisal, drive-by appraisals or automated valuation models (AVMs)). If the type of appraisal differs by loan product or value, discuss those differences.

We will comply by ensuring that future filings disclose our collateral valuation policies and procedures.

Collateral values are initially established at the time of loan origination and frequency of valuation is dependent on the type of collateral. For
corporate and commercial borrowers, collateral can take the form of pledges of the assets of a business, such as accounts receivable, inventory, machinery and real estate, or personal assets pledged in support of guarantees (Pg 81 BMO Annual
Report). Further details of collateral values for investor-owned commercial and residential real estate are provided below and will be included in future filings.

 For investor-owned commercial real estate, a full external appraisal is obtained at the time of loan
origination, except where the loan is below a specified threshold amount. When the loan amount is below a specified threshold and an appraisal is not obtained, then an internal evaluation and a site inspection is completed. Utilization of evaluation
methods may include all or some of the following to support the assessed fair value of the underlying collateral: tax assessment, purchase price, real estate listing or realtor opinion. Drive by appraisals and Automated Valuation Models
(“AVM”) are not used for commercial real estate collateral. At the time of each annual review, the need for an updated appraisal is reviewed within the context of the borrower risk rating, tenant/lease contracts in place, and current
market conditions. In the event a borrower is downgraded to impaired status, an external updated appraisal is obtained for loan balances above a threshold amount. For loan amounts that are below the threshold amount, an external evaluation or
Restricted Use Appraisal is obtained. During impaired status an updated appraisal or external evaluation is completed every twelve months.

 For residential real estate a full external property appraisal is obtained at the time of loan origination if the loan amount is above a certain dollar threshold, unless the loan is held for secondary market sales
in which case a full appraisal is obtained regardless of amount. Drive-by appraisals are permitted for loan amounts under a certain dollar threshold provided these loans are not held for secondary market sales. In Canada, when financing high-ratio
insured mortgages, BMO utilizes information from the insurer’s valuation systems to establish property valuation. In Canada, other external information may be used to establish property value if the loan amount is below a maximum loan to value
threshold.

 AVM are utilized in Canada for residential mortgages when financing is below a threshold amount and loan-to-value ratio is
within a specified range. The Bank commonly offers renewals for residential mortgages that are not in default at maturity however the Divisional Senior Executive may impose appraisal requirements in economically depressed areas where property values
have significantly declined. In the event a residential mortgage becomes classified as impaired, at a minimum an updated drive by appraisal is obtained.

•

 If AVMs or something similar is used to support property values, address the controls and processes you have in place to validate the valuations provided by
the AVM.

 AVM is used under limited circumstances in Canada as detailed above. The low ratio AVM service used is
provided by an external vendor, Canadian Mortgage Housing Corporation, which is a government owned corporation. CMHC performs independent testing on low ratio AVM. The Bank received and reviews CMHC’s independently arranged report on the
validity of its AVM model and has determined that the findings are appropriate under the Bank’s policies and within the risk tolerance thresholds for this type of valuation. The Bank further tests the output of the AVM model by taking a sample
of existing valuation assessments and running these same cases through the AVM model. In all cases the Bank determined that output from AVM was consistent with the Bank’s findings through alternative means.

•

 Tell us whether your valuation policies and procedures have changed during the periods presented and if so, disclose any significant changes.

 No material changes were made during the fiscal 2012 and 2011 reporting periods.

Exhibit 99.3

 Notes to Consolidated Financial
Statements, page 124

 Note 4: Loans, Customers’ Liability under Acceptances and ….page 131

5.
We note the disclosure on page 132 that the quantitative component for the collective allowance model measures the long-run expected losses based on PD and loss given default
(LGD) risk parameters. We also note your response letter filed on November 29, 2012 that while your collective allowance model calculates expected losses it also uses a one year or seven month loss emergence period, depending on the loan
portfolio. Please confirm that you will revise your future filin