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 May 6, 2025

Tayfun Tuzun
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 Fiscal Year Ended October 31, 2024
 File No. 001-13354
Dear Tayfun Tuzun:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Tayfun Tuzun Chief Financial Officer
 BMO FG

 BMO Financial Group 320
S. Canal Street Chicago, IL, 60606 U.S.
 Tel.: (312) 461-2300
 Tayfun.Tuzun@bmo.com
 April 17, 2025 Mengyao
Lu, Lory Empie Division of Corporation Finance, Office of Finance
 Securities and Exchange Commission Washington, D.C. 20549

 Re:
 Bank of Montreal (the “ Bank ”)
 Form 40--F for Fiscal Year ended October 31, 2024
 Response dated April 3, 2025
 File No. 001--13354
 Dear Ladies and Gentlemen: This letter responds to the comment
letter (the “Comment Letter”) from staff (“Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 3, 2025, relating to our Annual Report on Form
 40--F for the fiscal year ended October 31, 2024 (the “2024 40-F”).
 To facilitate the Staff’s review, the Bank has included in its response the numbered questions as raised in the Comment Letter and provided responses
immediately following each numbered comment. The Bank reports its financial information in Canadian dollars (C$) and all monetary amounts set forth
herein are expressed in Canadian dollars, unless otherwise stated. Form 40-F for Fiscal Year Ended
October 31, 2024 Note 10: Acquisitions, page 171
 Staff Comment #1 – part a We have reviewed your
response to our previous comment. We note your disclosure on page 171 that the fair value hedges, coupled with other actions taken to manage your interest rate risk profile to your target position, crystallized a $5.7 billion loss on the
U.S. Treasuries and other instruments which you accrete as a reduction to net interest income over their remaining life through accounting for the new fair value hedges. Please provide the reference to the applicable literature to support the
crystallization of this loss (as amortized cost instruments) and provide an illustrative example with journal entries showing how this loss is accreted as a reduction to net interest income using the effective interest method.

 On February 1, 2023, we held the portfolio of U.S. Treasuries and other instruments, which were, at
that date, in an economic unrealized loss position of $5.7 billion due to the increase in interest rates since they were acquired. These securities were accounted for at amortized cost since they were acquired (IFRS 9 4.1.2). Under amortized
cost accounting, unrealized losses are not recorded in the income statement unless the securities are sold (IFRS 9 5.4.2 and 5.7.2). When securities are held until maturity, we receive the par value, so unrealized gains or losses due to changes in
rates prior to maturity are never realized. The U.S. Treasuries and other instruments remained on our balance sheet at their amortized cost up until February 1, 2023. On this date, they were designated in a fair value hedge of interest rate
risk using newly transacted pay-fixed receive-floating interest rate swaps. This hedge converts our fixed rate exposure to floating rate.
 Our reference to “The fair value hedges, …, crystallized a $5.7 billion loss on these instruments” in our disclosures described how the
hedging swaps would lock/crystalize our future exposure to changes in these instrument’s fair value caused by future changes in interest rates. This is explained through an illustrative example shown below (in particular in the
“ Illustrative accounting for the swap – interest accruals ” section), which shows that because the fixed rate receivable on the bond is less than the fixed rate payable on the hedging swap, we essentially “froze” the
fixed interest rate exposure at the date of designation. This shortfall between interest receivable and interest payable over the term of the hedge naturally creates the loss in net interest income over time, equivalent to the locked in/crystalized
loss on the U.S. Treasuries and other instruments as at the designation date. Illustrative example
 The facts in this example are illustrative and do not reflect an actual transaction. In addition, the calculations include certain assumptions which may not be
captured in the discussion below. February 1 to January 31 is assumed as a reporting period for the purposes of the journal entries illustrated.
 Illustrative fact pattern Note: All amounts are in U.S.
dollars. and, for simplicity, foreign exchange impacts from conversion to Canadian dollars are not illustrated.

 •

 On December 20, 2021, the Bank purchases a $100 U.S. Treasury bond (the bond) maturing on January 31,
2027 at par value. The coupon rate on the bond is 1.0% and for simplicity, this rate is assumed to be equal to the market overnight SOFR (O/N SOFR) on that date. The coupon is paid annually on January 31 of each year.

 •

 The bond meets the conditions in IFRS 9 4.1.2 on the December 20, 2021 purchase date and as such, is
accounted for at amortized cost. Since the bond is purchased at par, following the effective interest rate method described in IFRS 9 5.4.2, the interest revenue recorded in any period is the same as the coupon amount.

 •

 On January 31, 2023, the bond remains on the Bank’s balance sheet at its amortized cost amount of $100.
However, the market O/N SOFR has increased

 •

 to 2.5%. Due to this increase, the fair value of the bond has decreased by $5.7 – from $100 on
December 20, 2021 to $94.3 1 on January 31, 2023.

 •

 On January 31, 2023, the Bank enters into an at-market pay-fixed (2.5%), receive O/N SOFR interest rate swap (the swap) maturing on January 31, 2027, with a fair value of zero.

 •

 This swap is designated as a hedging instrument in a fair value hedge of the $100 bond due to the change in the
benchmark interest rate (i.e. O/N SOFR). The hedge designation date is January 31, 2023. The swap settles annually on January 31 of each year through to its maturity date on January 31, 2027 (IAS 39 72, 78, AG102).

 •

 As part of the hedge documentation required to qualify for hedge accounting, the Bank specified that the
contractual cash flows of the bond will be hedged for O/N SOFR (as a benchmark risk) (IAS 39 AG 99C-99D).

 •

 At its inception and throughout the relationship, the hedge passes the qualifying criteria for hedge accounting
described in IAS 39 88. Illustrative accounting for the bond – purchase and interest accruals:
 On December 20, 2021, the Bank records the purchase of the bond:

 Dr. Debt securities at amortized cost

 $
 100

 Cr. Cash

 $
 100

 Up to each coupon payment date, the Bank records interest income at 1.0% annually:

 Dr. Interest receivable

 $
 1  

 Cr. Interest income

 $
 1 

 At the hedge designation date, the present value of the bond using the market O/N SOFR has decreased to $94.3. No adjustment
is recorded because the bond continues to be accounted for at amortized cost (IFRS 9 5.4.1-5.4.2).
 Illustrative accounting for the swap – interest accruals (fair value adjustments are shown below):
 No entry is required for the swap on January 31, 2023 because it was entered into at-market rates with a fair
value of zero at the hedge designation date. At each settlement date, the Bank records interest accruals for the fixed and floating legs of the
interest rate swap:

 Dr./Cr. Interest expense/income, net

 $
 X 

 Cr./Dr. Interest rate swap

 $
 X 

 This entry represents the net accrued interest on the pay-fixed leg (2.5%) and the
receive-floating leg of the interest rate swap.

 1
 Calculated as the net present value of four equal annual interest receipts of $1 between January 31, 2024
and January 31, 2027 and the principal of $100 to be received on January 31, 2027, discounted using the market interest rate of 2.50%.

 When comparing the pay leg on the swap to the interest received on the bond, the net impact to interest
income at every coupon/settlement date is a reduction of $1.5 ($2.5 expense on the swap offset by $1 income on the bond). This reflects the difference in the market rates between when the bond was purchased and the hedge designation date that will
be realized throughout the term of the hedging relationship. At the hedge designation date, the present value of the negative net interest income of $1.5 over the remaining life of the bond is
$5.7 2 – the same as the economic unrealized loss on the bond at January 1, 2023. Aligning
to our situation, this shows that our decision to designate the U.S. Treasuries and other instruments into a fair value hedging relationship using the at market swap locks/crystalizes the $5.7 billion unrealized economic loss we had on that
date such that it would be reflected in net interest income over the remaining term of the bond via the bond/swap fixed rate differential. The effect of crystallization of the economic loss against the market rate movements is what we referred to in
the financial statements as the crystallized loss “which will be recognized as a reduction in interest income over their remaining life through accounting for the new fair value hedges”.
 Illustrative hedge accounting entries – fair value adjustments for the bond and the swap:
 Once a fair value hedge relationship is established, the Bank is required to calculate the changes in fair value of the bond due to changes in the benchmark
interest rate (IAS 39.AG99F). To do this, the Bank present values cashflows from the hedged item (bond) at the hedge relationship designation date (and on an ongoing basis at each measurement date) using the designated benchmark interest rate
(thereby constructing a hypothetical derivative).

 •

 This hypothetical derivative matches the terms of the bond that impact its fair value, such as the notional,
currency, maturity date, payment frequency etc.

 •

 Once established, the present value of the hedged item will be calculated based on changes in the fair value of
the fixed leg of the hypothetical derivative in response to changes in the designated benchmark interest rate. The illustrative
hypothetical derivative has the following attributes at January 31, 2023:

 •

 Notional: $100

 •

 Receive leg: 1.0% (same as the bond coupon rate)

 •

 Pay leg: O/N SOFR

 •

 Maturity date: January 31, 2027 (same as the bond)

 •

 Fixed-rate leg payment frequency: Annually on January 31 with the first payment date on January 31,
2024 Because the illustrative at-market benchmark interest rate at the designation date is
2.5%, the illustrative hypothetical derivative has a negative inception value of $5.7 (the “inception value”). This inception value represents the designation date market discount/unrealized economic loss on the bond. The change in present
value of the hedged item attributable to this inception value is not part of the hedging relationship. As a result, this change must be excluded from the change in fair value of the hedged item caused by changes in the hedged risk calculation that
are recognized in interest income during the hedging relationship (IAS 39 89).

 2
 Calculated as the net present value of four equal net interest payments of $1.5 between January 31, 2024
and January 31, 2027 discounted using the January 31, 2023 market interest rate of 2.5%.

 The following table shows the calculations used to arrive at the illustrative journal entries below.

 $ (unless otherwise noted)

 1/31/2023

 1/31/2024

 1/31/2025

 1/31/2026

 1/31/2027

 O/N SOFR rate

 2.5
 %

 4.0
 %

 3.5
 %

 5.0
 %

 n/a

 Present value of hedged item using market O/N SOFR

 94.3

 91.7

 95.3

 96.2

 100

 Total change in present value

 — 

 (2.6
 )

 3.6

 0.9

 3.8

 Less : Unwind of present value of hedged item on hedge designation date (Note 1)

 — 

 (1.4
 )

 (1.4
 )

 (1.4
 )

 (1.5
 )

 Change in the value of the hedged item attributable to changes in O/N SOFR rates during hedge
period - gain/(loss) recognized in interest income

 — 

 (4.0
 )

 2.2

 (0.5
 )

 2.3

 Fair value of the swap

 — 

 4.1

 1.9

 2.4

 — 

 Change in fair value of the swap - gain/(loss)

 — 

 4.1

 (2.2
 )

 0.5

 (2.4
 )
 Note 1 : As this amount represents the change in present value of the hedged item attributable to the
inception value, it needs to be excluded from the hedge designation to properly reflect the changes in the present value of the bond due to changes in the benchmark interest rate (IAS 39 89(b)).
 These excluded amounts are calculated by isolating the change in present value while keeping rates constant at the benchmark interest rate at the designation
date (2.5%):

 $

 1/31/2023 at hedge inception date

 1/31/2024

 1/31/2025

 1/31/2026

 1/31/2027

 Present value of the hedged item using 2.5%

 94.3

 95.7

 97.1

 98.5

 100

 Total change in present value

 — 

 1.4

 1.4

 1.4

 1.5

 The following table shows a summary of the changes in the present value of the hedged item due to changes in
O/N SOFR and the fair value of the swap on the Bank’s balance sheet and income statements throughout the hedging relationship. Since the change in present value of the hedged item attributable to the inception value is excluded from the hedging
relationship, the overall impact from these entries to net interest income over time is zero, which shows the hedge is highly effective.

 $

 1/31/2023

 1/31/2024

 1/31/2025

 1/31/2026

 1/31/2027

 Balance Sheet

 Swap Asset (Liability)

 — 

 4.1

 1.9

 2.4

 — 

 Bond at Amortized Cost

 100

 100

 100

 100

 100

 Bond FV Hedge Adjustments

 — 

 (4.0
 )

 (1.8
 )

 (2.3
 )

 — 

 Income Statement (+ credit/ - debit)

 Interest Income (effective portion):

 — 

 — 

 — 

 — 

 - Interest rate swap

 4.0

 (2.2
 )

 0.5

 (2.3
 )

 - FV adjustments

 (4.0
 )

 2.2

 (0.5
 )

 2.3

 Non-Interest Income (ineffective portion)

 0.1

 — 

 — 

 (0.1
 )
 Illustrative accounting entries for one period are below:
 To record the change in the value of the Bond for change in the O/N SOFR at January 31, 2024:

 Dr. Interest income

 $
 4.0

 Cr. FV adjustment to Bond

 $
 4.0

 To record the change in the fair value of the interest rate swap at January 31, 2024:

 Dr. Interest rate swap

 $
 4.1

 Cr. Interest income

 $
 4.0

 Cr. Non-interest income

 $
 0.1

 From January 31, 2025 to 2027, the same illustrative accounting entries are followed.

 Staff Comment #1 – part b
 Additionally, please quantify the impacts on your net interest income in each of the past two fiscal years as well as the expected impact in fiscal year
2025 and future annual periods and tell us how you considered disclosing these impacts in the MD&A included in Exhibit 99.2 to your annual report.
 The implementation of the fair value hedge on the U.S. Treasuries and other instruments has a negative impact on net interest income over the remaining term
of these securities. As shown in the table below, this is offset by the higher accretion from the acquired fixed rate portfolios, resulting in overall accretion to net interest income over time, which is closer to our initial signing date
assumptions. Given the net impact of this transaction to our ~$19 billion in net interest income in any particular year is not material, we did not quantify these impacts in our MD&A, although we did disclose the following in our Financial
Review for the year ended October 31, 2023 as follows: Adjusted net loss was $852 million, compared with an adjusted net loss of
$338 million in the prior year. Adjusted results were driven by higher expenses, primarily due to the inclusion of Bank of the West and lower revenue. Lower revenue was driven by treasury-related activities, partially offset by the impact of
Bank of the West, which included the accretion of purchase accounting fair value marks on loans and deposits and the discount on securities, net of the amortization of the fair value hedge.
 Summary of expected impacts to net interest income over time (Canadian dollar totals differ from estimated amounts previously disclosed due to the impact of
changes in the USD/CAD FX rate since that date):

 $ millions
 (pre-tax)

 Fiscal 2023

 Fiscal 2024

 Expected fiscal 2025

 Remaining term

 Total

 Interest i

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<TEXT>
 April 3, 2025

Tayfun Tuzun
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 Fiscal Year Ended October 31, 2024
 Reponse dated March 14, 2025
 File No. 001-13354
Dear Tayfun Tuzun:

 We have reviewed your March 14, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March 3,
2025 letter.

Form 40-F for Fiscal Year Ended October 31, 2024
Note 10: Acquisitions, page 171

1. We have reviewed your response to our previous comment. We note your
disclosure
 on page 171 that the fair value hedges, coupled with other actions taken
to manage
 your interest rate risk profile to you target position, crystallized a
$5.7 billion loss on
 the U.S. Treasuries and other instruments which you accrete as a
reduction to net
 interest income over their remaining life through accounting for the new
fair value
 hedges. Please provide the reference to the applicable literature to
support the
 crystallization of this loss (as amortized cost instruments) and provide
an illustrative
 example with journal entries showing how this loss is accreted as a
reduction to net
 interest income using the effective interest method. Additionally,
please quantify the
 impacts on your net interest income in each of the past two fiscal years
as well as the
 expected impact in fiscal year 2025 and future annual periods and tell
us how you
 April 3, 2025
Page 2

 considered disclosing these impacts in the MD&A included in Exhibit 99.2
to your
 annual report.
2. Please tell us how you determined the net interest income for the U.S.
Treasuries and
 other instruments carried at amortized cost and why those were negative
for certain
 periods. As part of your response, please consider providing
illustrative examples of
 the calculation for a period that resulted in net interest income and a
period that
 resulted in net interest expense.
3. Please summarize for us the general working principles of your Quasi
Fair Value
 Swap ( QFV Swap ) model and how you assess the hedging effectiveness
under IAS
 39. As part of your response, please contrast this approach with the
hypothetical
 derivative method discussed in paragraph B6.5.5 of IFRS 9 and
consider providing
 illustrative examples in your response.
 Please contact Mengyao Lu at 202-551-3471 or Lory Empie at 202-551-3714
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
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CORRESP
 1
 filename1.htm

 CORRESP

 Bank of Montreal
 100 King Street West 1 First
Canadian Place Toronto, Ontario
 Canada M5X 1A1 March 21, 2025
 Via EDGAR Securities and Exchange Commission,
 Division of Corporation Finance, 100 F Street, NE.,
 Washington, D.C. 20549. Attention: Madeleine Joy Mateo, Staff
Attorney

 Re:
 Bank of Montreal – Registration Statement on Form F-3, filed
March 3, 2025, as amended (File No. 333-285508) Ladies and Gentlemen:
 Bank of Montreal (the “Registrant”) respectfully requests that the effective date of the above-captioned Registration Statement, as
amended by Pre-Effective Amendment No. 1 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 9:00 a.m. on March 25, 2025 or as soon as
practicable thereafter. The Registrant expects to file Pre-Effective Amendment No. 1 in the afternoon on March 24, 2025.
 In accordance with the requirements of Rule 461 under the Securities Act of 1933 (the “Act”), the Registrant hereby confirms that it
is aware of its obligations under the Act. Because the Registration Statement is filed as a shelf registration statement under Rule 415
under the Act, there are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been submitted herewith.

 Very truly yours,

 BANK OF MONTREAL

 By

 /s/ Stephen Lobo

 Stephen Lobo

 Treasurer

 By

 /s/ Tayfun Tuzun

 Tayfun Tuzun

 Chief Financial Officer
 [ Signature Page to Form F-3 Acceleration Request ]

CORRESP
 1
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 CORRESP

 Tayfun Tuzun
 Chief Financial Officer

 BMO Financial Group
 320 S. Canal Street
 Chicago, IL, 60606 U.S.
 Tel.: (312) 461-2300
 Tayfun.Tuzun@bmo.com
 March 14 th , 2025
 Mengyao Lu, Lory Empie Division of Corporation Finance, Office
of Finance Securities and Exchange Commission Washington,
D.C. 20549

 Re:
 Bank of Montreal (the “ Bank ”)
 Form 40--F for Fiscal Year ended October 31 2024
 Filed March 3, 2025 File No. 001--13354 Dear Ladies and Gentlemen:
 This letter responds to the comment letter (the “ Comment Letter ”) from staff (“ Staff ”) of the Division of Corporation Finance
of the Securities and Exchange Commission, dated March 3, 2025, relating to our Annual Report on Form 40--F for the fiscal year ended October 31, 2024 (the “ 2024 40 -F ”). To facilitate the Staff’s review, the Bank has included in its response the numbered questions as
raised in the Comment Letter and provided responses immediately following each numbered comment. The Bank reports its financial information in Canadian
dollars ($) and all monetary amounts set forth herein are expressed in Canadian dollars, unless otherwise stated. Transaction background
 Before responding to the Staff Comments below, we believe it will be helpful to provide some context for the transactions in the order that they occurred.
 Agreement to acquire Bank of the West (“BOTW”) signed December 20, 2021
 On December 20, 2021, we signed a definitive agreement (such date, the “ signing date ”) with BNP Paribas to acquire BOTW and its
subsidiaries for a cash purchase price of US$16.3 billion, or US$13.4 billion net of an estimated US$2.9 billion of excess capital (at closing). BOTW would be merged into our US subsidiary BMO Harris Bank and the transaction was
expected to close in either Q4 of fiscal 2022 or Q1 of fiscal 2023, subject to regulatory approvals.

 Period between signing the definitive agreement and the closing of the acquisition (December 2021
through January 2023) When we signed the agreement to acquire BOTW in December 2021, we were entering a period of rising interest rates, and we
expected rates to continue to rise until the closing date (as defined in the next section). Increases in interest rates would inherently reduce the fair value of BOTW’s fixed rate loans and deposits, leading to higher goodwill on closing. This
would negatively impact our capital ratios at the closing date, because goodwill is treated as a deduction from capital under Basel III rules. Therefore, anticipating that interest rates would increase and lead to a higher goodwill balance, we
entered into certain transactions to preserve the economics of the acquisition as at the signing date:

 1)
 We entered into simple pay fixed receive floating rate interest rate swaps (“ interest rate
swaps ”) to economically manage the fair value risk such that the bank would benefit from fair value gains in a period of rising interest rates, resulting in an increase in retained earnings. The interest rate swaps were created to match the
duration and characteristics of the fixed rate portfolio being acquired. This would improve our capital position by providing an offset to the negative capital impact from the increase in the value of goodwill in the period between the signing and
closing dates. These interest rate swaps did not qualify for hedge accounting and were measured at fair value on the Consolidated Balance Sheet, with changes in fair value reflected in the Consolidated Statement of Income (marked to market), in
accordance with IFRS 9 – Financial Instruments (“ IFRS 9 ”). Please see our response to Staff Comment 1(a) below.

 2)
 While these interest rate swaps created an exposure to interest rate risk on our Consolidated Balance Sheet as
described above, there was no on-balance sheet offset during the period between signing date and the closing date. As a result, a portfolio of matched duration, fixed rate U.S. Treasuries and, to a much lower
extent, covered bonds, Canadian provincial, and pension bonds ( “other instruments” ) were purchased to maintain an economic risk neutral on-balance sheet position. As noted below in our
response to Staff Comment 1(a), these U.S. Treasuries and other instruments were measured at amortized cost under IFRS 9.
 Acquisition close (February 1, 2023) On the close
of the acquisition on February 1, 2023 (such date, the “ closing date ”), the purchase price equation included US$2.3 billion ($3 billion) from loan and deposit fair value discounts, US$2.6 billion ($3.5 billion) from
securities discount and US$0.7 billion ($0.9 billion) from other interest rate-related purchase accounting adjustments (totalling US$5.6 billion ($7.4 billion)). This compared to our signing date assumption of US$1 billion ($1.3
billion) from these components. The additional capital required of US$4.6 billion ($6.1 billion) due to the decrease in the fair values of the fixed rate portfolio acquired and the offsetting increase in goodwill, was largely covered by higher
cumulative retained earnings of US$4.4 billion ($5.7 billion) from the interest rate swap transactions described above.

 After acquisition close
 After the closing date, the interest rate swap transactions described above were closed out to crystalize the retained earnings/capital position. However, we
still held the U.S. Treasuries and other instruments, which were then in an economic unrealized loss position due to the increase in rates since they were acquired.
 As described in the previous section, due to the impact of the increase in interest rates, the fixed rate portfolio acquired on the closing date had a larger
fair value discount than it would have had based on rates at the signing date. This larger fair value discount (~$6.1 billion) would accrete to net interest income over the remaining term of the acquired fixed rate portfolio.
 The unrealized loss on the U.S. Treasuries and other instruments, purchased at the signing date, provided an economic offset for the increase in fair value
discounts on the acquired fixed rate portfolio. We did, however, want to hedge changes in fair value arising due to interest rate changes after the
closing date. As a result, we entered into new at-market interest rate swaps and designated them into fair value hedge accounting relationships under IAS 39 Financial Instruments: Recognition and
Measurement (“IAS 39”) for their remaining duration, thus hedging changes in the unrealized losses on the date of the designation ($5.7 billion). By hedging any impact of future rate changes, the $5.7 billion loss would
naturally accrete through net interest income, providing an offset to the additional purchase accounting accretion in net interest income arising from the acquired fixed rate portfolio over time, bringing us back to our original business case.
 The transactions explained above helped to preserve the economics of the acquisition that we anticipated at the signing date. We have responded to your
specific questions in more detail below.

 Staff Comment #1
 We note your disclosure that upon announcement of the agreement to acquire Bank of the West, you entered into interest rate swaps and purchased a
portfolio of matched duration U.S. Treasuries and other instruments to economically hedge the impact of interest rates on your capital ratios at close. We also note that subsequently on close, you placed the majority of these U.S. Treasuries and
other instruments in fair value hedge relationships with new interest rate swaps. Please respond to the following for us:

 a)
 Summarize your accounting analysis for these events and cite the authoritative guidance on which you
relied for your conclusions. Interest Rate Swaps
 We assessed the eligibility of our economic exposure to changes in the purchase equation (fair value of acquired assets/liabilities/goodwill) due to increasing
rates as a hedged item under IFRS, but concluded it was not an eligible hedged item. The bank applies the requirements of IAS 39 for hedge accounting
purposes. The exposure to rising rates on the acquisition would be created from changes in fair value of fixed rate financial instruments. We considered fair value hedge requirements under IAS 39, which stated that the hedged item must be a
recognized asset or liability or an unrecognized firm commitment, or a portion thereof. [IAS 39.78, IAS 39.86(a)] . Given the transaction is off-balance sheet until close, the exposure did not qualify
for hedge accounting and therefore the interest rate swaps were treated as economic hedges. As a result, the interest rate swaps were marked-to-market through Trading Revenue Non-Interest Revenue in the Consolidated Statement of Income in accordance with IFRS 9
 Financial Instruments . [IFRS 9.4.1.4 related to measurement of derivatives at fair value and IFRS 9.5.7.1 related to recognition of these gains/losses in profit or loss]
 U.S. Treasuries and Other Instruments Under IFRS 9,
Chapter 4 Classification , accounting for financial assets is dependent on both business model and contractual cashflows. To qualify for amortized cost treatment under IFRS 9 4.1.2, the following two conditions must be met:

 a)
 The financial asset is held within a business model whose objective is to hold financial assets in order to
collect contractual cash flows; and

 b)
 The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding. The portfolio of matched duration, fixed rate U.S.
Treasuries and other instruments had cash flows that met the above SPPI condition, and we intended to hold until maturity to provide an offset to the higher than modelled fair value mark accretion of the acquired fixed rate portfolio. As such, we
accounted for the U.S. Treasuries and other instruments at amortized cost, with interest recorded in net interest income on an accrual basis.

 The amortized cost classification resulted in no accounting recognition of unrealized losses on the U.S
Treasuries and other instruments due to rising rates, preserving the fair value benefit in retained earnings of the interest rates swaps entered into for purposes of economically offsetting changes in goodwill between the signing date and the
closing date of the BOTW acquisition. Hedge Accounting
 After the closing date, we applied IAS 39 hedge accounting requirements to the new at-market interest rate swaps and
the U.S. Treasuries and other instruments that are designated in fair value hedging relationships. From the date of designation, the carrying value of the U.S treasuries and other instruments would be adjusted for the change in fair value caused by
interest rate risk. [ IAS 39.89 ] Since any fair value adjustments post hedge designation would be reflected in their carrying value, we, in effect, locked in the economic unrealized fair value loss on the U.S. treasury and other instruments
attributable to the rising interest rate between when they were purchased and the designation date. This $5.7 billion loss would then naturally accrete over time through net interest income through the effective interest rate calculation
[ IFRS 9.5.4.2 ] and provide an accounting offset to the additional purchase accounting accretion in net interest income arising from the acquired fixed rate portfolio.

 b)
 Quantify the related
 mark-to-market gains recognized in net interest income and non-interest revenue for the quarterly and annual periods ended
between December 20, 2021 and February 1, 2023. A summary of
the cumulative net $5.7 billion gain recorded in net interest income and non-interest revenue between announcement and close is shown below:

 Quarter/
 $ millions (pre-tax)

 Net interest income from portfolio of U.S. Treasuries and other instruments

 Non-Interest Revenue from
mark-to-market on interest rate swaps

 Q1 2022

 45

 517

 Q2 2022

 122

 3,433

 Q3 2022

 38

 (983
 )

 Q4 2022

 (157
 )

 4,698

 Q1 2023

 (383
 )

 (1,628
 )

 Total

 (335
 )

 6,037

 c)
 Tell us what you mean by “the interest rate swaps were neutralized” at the time of close and
“(t)he fair value hedges, coupled with other actions taken to manage our interest rate risk profile to its target position, crystallized a $5.7 billion loss on these instruments.”
 After the closing date, we closed the original interest rate swaps entered into at the signing date. This resulted in a cumulative gain totaling
$5.7 billion, which had flowed through income/retained earnings between the signing date and the acquisition date to offset the increase in goodwill.
 Closing out the original interest rate swaps led to an on-balance sheet interest rate risk mismatch because the U.S.
Treasuries and other instruments had been acquired to offset the on-balance sheet interest rate risk exposure from the interest rate swaps that we closed out. As a result, we entered into new at-market interest rate swaps that we designated as fair value accounting hedges of the U.S. Treasuries and other instruments, in effect crystallizing the $5.7 billion unrealized loss these assets accumulated
between signing date and the closing date.

 d)
 Tell us how you accounted for the related U.S. Treasuries and other instruments prior to and after the
close of the acquisition. The U.S. Treasuries and other instruments purchased were accounted for at amortized cost under IFRS
9, with interest recorded in net interest income, as our business model to manage these instruments has not changed. Accounting for these instruments did
not change after close of the acquisition, but we designated them as the hedged item in IAS 39 fair value hedge relationships to limit any further interest rate risk exposure.

 e)
 Clarify in more detail the amounts and related durations of the U.S. Treasuries and other instruments
purchased upon the announcement of the acquisition. We acquired approximately US$38 billion ($47 billion) of U.S.
Treasuries (and, to a much lower extent, other fixed rate instruments), with a weighted average life of approximately 7 years, shortly after the announcement of the acquisition. The individual U.S. Treasuries had an initial term of 2-30 years, mirroring the expected remaining term-to-maturity profile of the acquired fixed rate portfolio that would be subject to
fair value accounting at the acquisition date. Prior to acquisition close, the U.S Treasuries and other instruments portfolio totaled approximately US$40 billion ($53 billion) with a weighted average life of approximately 6 years.

 f)
 Describe how you assessed the hedge effectiveness of the new interest rate swaps, quantify the gains
(losses) on these swaps used to calculate hedge ineffectiveness for years ended October 31, 2023 and 2024, and tell us the remaining term to maturity of these swaps.
 On February 1, 2023, we designated US$40 billion ($53 billion) of at-market interest rate swaps as hedges of
the U.S. Treasuries and other instruments (hedged items) in the Bank’s IAS 39 fair value hedge program. From the date of designation, the carrying value of the U.S Treasuries and other instruments was adjusted for the change in fair value
caused by interest rate risk. To the extent that the change in the fair value of the interest rate swaps does not offset changes in the fair value of the U.S Treasuries and other instruments for the hedged interest rate risk, the net amount (hedge
ineffectiveness) is recorded in Non-interest Revenue, Other revenues (losses), in our Consolidated Statement of Income.
 The main sources of ineffectiveness are our own credit risk on the fair value of the interest rate swaps, and differences in terms such as fixed interest rate
or reset/settlement frequency between the interest rate swaps and the U.S. Treasuries and other instruments. We evaluate hedge effectiveness at the
inception of any hedging relationship and on a quarterly basis, retrospectively and prospect

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

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

 Re: Bank of Montreal
 Registration Statement on Form F-3
 Filed March 3, 2025
 File No. 333-285508
Dear Tayfun Tuzun:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Mario Schollmeyer, Esq.
</TEXT>
</DOCUMENT>

March 3, 2025
Tayfun Tuzun
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 Fiscal Year Ended October 31, 2024
File No. 001-13354
Dear Tayfun Tuzun:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 40-F for Fiscal Year Ended October 31, 2024
Note 10: Acquisitions, page 171
We note your disclosure that upon announcement of the agreement to acquire Bank of
the West, you entered into interest rate swaps and purchased a portfolio of matched
duration U.S. Treasuries and other instruments to economically hedge the impact of
interest rates on your capital ratios at close. We also note that subsequently on close,
you placed the majority of these U.S. Treasuries and other instruments in fair value
hedge relationships with new interest rate swaps. Please respond to the following for
us:
•Summarize your accounting analysis for these events and cite the authoritative
guidance on which you relied for your conclusions.
•Quantify the related mark-to-market gains recognized in net interest income and
non-interest revenue for the quarterly and annual periods ended between
December 20, 2021 and February 1, 2023.
Tell us what you mean by “the interest rate swaps were neutralized" at the time of
close and "(t)he fair value hedges, coupled with other actions taken to manage our •1.

March 3, 2025
Page 2
interest rate risk profile to its target position, crystallized a $ 5.7 billion loss on
these instruments."
•Tell us how you accounted for the related U.S. Treasuries and other instruments
prior to and after the close of the acquisition.
•Clarify in more detail the amounts and related durations of the U.S. Treasuries
and other instruments purchased upon the announcement of the acquisition.
•Describe how you assessed the hedge effectiveness of the new interest rate swaps,
quantify the gains (losses) on these swaps used to calculate hedge ineffectiveness
for years ended October 31, 2023 and 2024, and tell us the remaining term to
maturity of these swaps.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Mengyao Lu at 202-551-3471 or Lory Empie at 202-551-3714 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Bank of Montreal

100 King Street West

 1 First
Canadian Place

 Toronto, Ontario

Canada M5X 1A1

 May 24, 2022

 Via EDGAR

 Securities and Exchange Commission,

Division of Corporation Finance,

 100 F Street, NE.,

Washington, D.C. 20549.

 Attention: David Lin, Staff Attorney

Re:
 Bank of Montreal – Registration Statement on Form F-3, filed
April 20, 2022, as amended (File No. 333-264388)

 Ladies and
Gentlemen:

 Bank of Montreal (the “Registrant”) respectfully requests that the effective date of the above-captioned Registration
Statement, as amended by Pre-Effective Amendment No. 1 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 9:00 a.m. on May 26, 2022 or
as soon as practicable thereafter. The Registrant expects to file Pre-Effective Amendment No. 1 in the afternoon on May 25, 2022.

In accordance with the requirements of Rule 461 under the Securities Act of 1933 (the “Act”), the Registrant hereby confirms that it
is aware of its obligations under the Act.

 Because the Registration Statement is filed as a shelf registration statement under Rule 415
under the Act, there are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been submitted herewith.

Very truly yours,

BANK OF MONTREAL

By

/s/ Stephen Lobo

Stephen Lobo

Treasurer

By

/s/ Tayfun Tuzun

Tayfun Tuzun

Chief Financial Officer

 [Signature Page to Form F-3 Acceleration Request]

United States securities and exchange commission logo
April 27, 2022
Darryl White
Chief Executive Officer
Bank of Montreal
100 King Street West
1 First Canadian Place
Toronto, Ontario
Canada M5X 1A1
Re:Bank of Montreal
Registration Statement on Form F-3
Filed April 20, 2022
File No. 333-264388
Dear Mr. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Benjamin H. Weiner, Esq.

CORRESP
1
filename1.htm

CORRESP

 Bank of Montreal

100 King Street West

 1 First
Canadian Place

 Toronto, Ontario

Canada M5X 1A1

 April 16,
2020

 Via EDGAR

Securities and Exchange Commission,

 Division of Corporation
Finance,

 100 F Street, NE.,

 Washington, D.C. 20549.

Attention: Eric Envall

Re:
 Bank of Montreal – Registration Statement on Form F-3, filed
March 23, 2020 (File No. 333-237342)

 Ladies
and Gentlemen:

 Bank of Montreal (the “Registrant”) respectfully requests that the effective date of the above-captioned
Registration Statement, as amended by Pre-Effective Amendment No. 1 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 2:00 p.m. on
April 20, 2020 or as soon as practicable thereafter. The Registrant expects to file Pre-Effective Amendment No. 1 early on April 20, 2020. This request for acceleration replaces and supersedes
the Registrant’s prior request for acceleration dated April 14, 2020.

 In accordance with the requirements of Rule 461 under the
Securities Act of 1933 (the “Act”), the Registrant hereby confirms that it is aware of its obligations under the Act.

 Because
the Registration Statement is filed as a shelf registration statement under Rule 415 under the Act, there are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been
submitted herewith.

Very truly yours,

 BANK OF MONTREAL

By

/s/ Stephen Lobo

 Stephen Lobo

 Treasurer

CORRESP
1
filename1.htm

CORRESP

 Bank of Montreal

100 King Street West

 1 First
Canadian Place

 Toronto, Ontario

Canada M5X 1A1

 April 14,
2020

 Via EDGAR

Securities and Exchange Commission,

 Division of Corporation
Finance,

 100 F Street, NE.,

 Washington, D.C. 20549.

Attention: Eric Envall

Re:
 Bank of Montreal – Registration Statement on Form F-3, filed
March 23, 2020 (File No. 333-237342)

 Ladies
and Gentlemen:

 Bank of Montreal (the “Registrant”) respectfully requests that the effective date of the above-captioned
Registration Statement, as amended by Pre-Effective Amendment No. 1 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 2:00 p.m. on April
16, 2020 or as soon as practicable thereafter. The Registrant expects to file Pre-Effective Amendment No. 1 early on April 16, 2020.

In accordance with the requirements of Rule 461 under the Securities Act of 1933 (the “Act”), the Registrant hereby confirms that it
is aware of its obligations under the Act.

 Because the Registration Statement is filed as a shelf registration statement under Rule 415
under the Act, there are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been submitted herewith.

Very truly yours,

 BANK OF MONTREAL

By

/s/ Stephen Lobo

 Stephen Lobo

 Treasurer

March 26, 2020
Darryl White
Chief Executive Officer
Bank of Montreal
100 King Street West
1 First Canadian Place
Toronto, ON, CA M5X 1A1
Re:Bank of Montreal
Registration Statement on Form F-3
Filed March 23, 2020
File No. 333-237342
Dear Ms. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

Mail Stop 3233
July 17, 2018

Via E -mail
Darryl White
Chief Executive Officer
100 King Street
First Canadian Place
Toronto, Ontario
Canada  M5X 1A1

Re: Vaulted Gold Bu llion Trust
  Registration Statement on Form S-1
Filed  July 11, 2018
  File No.  333-226132

Dear Mr. White :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact me at (202) 551 -3391  with any questions.

Sincerely,

 /s/ Erin E. Martin

 Erin E. Martin
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Anna T. Pinedo, Esq.
Mayer Brown LLP

Mail Stop 4628

May 1 9, 2017

Via E -mail
Thomas E. Flynn
Chief Financial Officer
Bank of Montreal
100 King Street West, 1 First Canadian Place
Toronto, ON, M5X 1A9, Canada

Re: Bank of Montreal
 40-F for Fiscal Year Ended October 31, 2016
 Filed December 6, 2016
 File No. 001 -13354

Dear Mr. Flynn:

We refer you to our comment letter dated April 10, 2017, regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Dietrich King
  Assistant Director
 Division of Corporation Finance

 Helen Killoch
Bank of Montreal

CORRESP
1
filename1.htm

CORRESP

 [Bank of Montreal Letterhead]

May 9, 2017

 Cecelia Blye, Chief

Office of Global Security Risk

 Securities and Exchange
Commission

 Mail Stop 4628

 Washington, D.C. 20549

Re:
 Bank of Montreal (the “Bank”)

 Form 40-F for Fiscal Year ended October 31, 2016

 Filed December 6, 2016

 File No. 001-13354

Dear Ms. Blye:

 This letter responds
to the comment letter (the “Comment Letter”) from staff (“Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 10, 2017, concerning the Annual Report on Form 40-F for the fiscal year ended October 31, 2016 (the “2016 40-F”) of the Bank.

To facilitate the Staff’s review, the Bank has included in its response the numbered questions as raised in the Comment Letter and
provided responses immediately following each numbered comment.

 The Bank has prepared its response to the Comment Letter by accessing
certain reporting systems and requesting information on operations and activities from lines of businesses and specialist departments. While the Bank acknowledges its responsibility for its response to the Comment Letter, it is not possible to be
certain that every relationship or transaction has been captured in our process given the size and breadth of the Bank’s operations and because the Bank’s systems are not generally designed to automatically capture the information in the
format requested in the Comment Letter.

 The Bank reports its financial information in Canadian dollars and all monetary amounts set forth
herein are expressed in Canadian dollars, unless otherwise stated. Numbers used herein such as numbers of accounts, account balances and present exposures were as at March 31, 2017 unless otherwise indicated.

Staff Comment #1

 In a letter to
us dated April 24, 2014 you described contacts with Sudan and Syria. You state on page 7 of Exhibit 99.1 to the 40-F that your wealth management group competes in Europe, the Middle East, and Africa (EMEA), areas that include Sudan and Syria.
As you know, Sudan and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and
anticipated contacts with Sudan and Syria since your 2014 letter, whether through subsidiaries, partners, customers, joint venture or other direct or indirect arrangements. You should describe any services, products, information or technology you
have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

 BANK’S RESPONSE

Summary

 In accordance with the
Bank’s Anti-Money Laundering, Anti-Terrorist Financing and Sanctions Measures Program (the “Sanctions Policy”), which applies to all of the
Bank’s operations globally and significantly restricts business and dealings with clients or counterparties in countries subject to Canadian and U.S. sanctions, including Sudan and Syria (collectively, the “Subject Countries”),
the Bank has conducted minimal activities with clients or counterparties in the Subject Countries since the date of the Bank’s April 24, 2014 letter to Staff (the “2014 Letter”).

The Bank does not have, and does not anticipate having, a subsidiary, branch, representative office or other physical presence in either of
the Subject Countries.

 The Bank’s activities in the Subject Countries were minimal for the five month interim period ended
March 31, 2017 (the “Interim Period”) and in the Bank’s fiscal years ended October 31, 2014, 2105 and 2016 (together with the Interim Period, the “Review Period”). Any business activity or transaction
relating to Sudan or Syria is restricted by the Sanctions Policy. The Bank has procedures in place to escalate proposed business activity or transactions to its Anti-Money Laundering Office for review and
assessment of whether that activity is legally permissible.

 Sudan

During the Review Period, the Bank’s Canadian operations participated in one trade finance transaction in which it was the advising bank
under the related letter of credit and both the beneficiary and the issuing bank were Sudanese state owned entities. In addition, one trade finance transaction involving a Sudanese state owned entity initiated prior to the Review Period expired
during the Review Period. The Bank also processed nominal wire transfers involving Sudanese residents. The Bank’s activities were and are permissible under applicable Canadian sanctions and outside the scope of prohibitions under applicable
U.S. sanctions.

 Syria

 During
the Review Period, the Bank has had minimal interactions with residents of Syria, and the Bank’s Canadian operations have a very small number of personal bank accounts for residents of Syria. The Bank’s Canadian operations maintain a
correspondent banking relationship with one, non-state owned, Syrian bank for processing Canadian government immigration related refund payments to Syrian nationals. These activities are permissible under applicable Canadian sanctions and outside
the scope of the prohibitions under applicable U.S. sanctions. The Bank maintains two letters of credit of nominal amounts involving Syrian state owned entities that were initiated prior to the Review Period and prior to the imposition of Canadian
and U.S. sanctions on Syria. These instruments have been frozen since sanctions were imposed and the formal cancellation of the letters of credit remains pending pursuant to the sanctions.

 2

 Staff Comment #2

Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those
contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal
years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a
company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated
state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

BANK’S RESPONSE

 Summary

The Bank’s business activities or contacts in the Subject Countries during the Review Period were not, and currently are not, material in
quantitative or qualitative terms, nor did such operations or contacts constitute a material investment risk to the Bank’s security holders. The Bank’s quantitative and qualitative analysis below supports these conclusions.

Quantitative Analysis

 Relative to the
Bank’s total revenues, assets and liabilities for the Interim Period and each of the fiscal years in the Review Period, the Bank’s activities with clients or counterparties in the Subject Countries as described above, across all of the
Bank’s businesses (Personal and Commercial, Capital Markets and Wealth Management), which are estimates, are immaterial.

 Revenues
attributable to each of the Subject Countries as a percentage of the Bank’s total revenues were: approximately 0.00002% for the Interim Period and 0.00001% in 2016 (0.00001% in 2015 and 0.00001% in 2014) for Sudan and 0.0008% for the Interim
Period and 0.0009% in 2016 (0.0009% in 2015 and 0.0009% in 2014) for Syria.

 Assets attributable to each of the Subject Countries as a
percentage of the Bank’s total assets were: approximately 0.0% for the Interim Period and 0.0% in 2016 (0.0% in 2015 and 0.0% in 2014) for Sudan and 0.0003% for the Interim Period and 0.0003% in 2016 (0.0003% in 2015 and 0.0003% in 2014) for
Syria.

 3

 Liabilities attributable to each of the Subject Countries as a percentage of the Bank’s
total liabilities were: approximately 0.0002% for the Interim Period and 0.0003% in 2016 (0.0003% in 2015 and 0.0003% in 2014) for Sudan and 0.0002% for the Interim Period and 0.0002% in 2016 (0.0002% in 2015 and 0.0002% in 2014) for Syria.

Qualitative Analysis

 The Bank’s
activities with clients and counterparties in the Subject Countries are immaterial to its total revenues, assets and liabilities. The Bank continues to believe that there is no material effect on its share value or reputation (for the reasons listed
below), particularly in light of the Bank’s minimal activities in Sudan and Syria.

 During the Review Period, the Bank did not, and
it does not currently, conduct any business from within any of the Subject Countries and the Bank’s business activity in the Subject Countries, which is limited to its Canadian operations, remains minimal.

The Bank’s common shares trade on various Canadian and U.S. alternative trading systems, the Toronto Stock Exchange (the
“TSX”) and the New York Stock Exchange (the “NYSE”). The majority of the shares are held by Canadian residents and the majority of the trading in the Bank’s common shares occurs on the TSX. The average
daily trading volume of the Bank’s common shares for the six month interim period ended April 30, 2017 was 1,465,344 common shares on the TSX compared to 139,376 common shares on the NYSE. The average daily trading volume for the
Bank’s 2016 fiscal year was 1,302,795 common shares on the TSX and 218,359 common shares on the NYSE.

 The Bank is
aware of the fact, as noted in the Comment Letter, that various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism (the “Initiatives”). The Bank respects the views of investors who hold these views. In light of the reasons stated above, including the limited nature of
the Bank’s exposure to the Subject Countries, the Bank does not believe that the Initiatives will result in any material investment risk to its security holders.

In light of the foregoing, the Bank’s contacts with the Subject Countries are neither quantitatively nor qualitatively material.

 4

 Please contact us with any questions or comments regarding the foregoing.

Very truly yours,

BANK OF MONTREAL

/s/ Thomas E. Flynn

 Thomas E. Flynn

 Chief Financial
Officer

cc:
 David Simpson

 Simon A. Fish

 Daniel Leslie

 Colleen M. Hennessy

 William C. Hermann

 5

CORRESP
1
filename1.htm

CORRESP

 Bank of Montreal

100 King Street West

 1 First
Canadian Place

 Toronto, Ontario

Canada M5X 1A1

April 25, 2017

 Via
EDGAR

 Securities and Exchange Commission,

 Division of
Corporation Finance,

 100 F Street, NE.,

 Washington, D.C.
20549.

 Attention: William H. Dorton

Re:
Bank of Montreal – Registration Statement on Form F-3, filed April 7, 2017 (File No. 333-217200)

 Ladies and Gentlemen:

 Bank
of Montreal (the “Registrant”) respectfully requests that the effective date of the above-captioned Registration Statement, as amended by Pre-Effective Amendment No. 1 (the “Registration
Statement”) be accelerated so that the Registration Statement will become effective at 2:00 p.m. on April 27, 2017 or as soon as practicable thereafter. The Registrant expects to file Pre-Effective
Amendment No. 1 early on April 27, 2017.

 In accordance with the requirements of Rule 461 under the Securities Act of 1933 (the
“Act”), the Registrant hereby confirms that it is aware of its obligations under the Act.

 Because the Registration Statement is
filed as a shelf registration statement under Rule 415 under the Act, there are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been submitted herewith.

Very truly yours,

BANK OF MONTREAL

By

/s/ Cathryn E. Cranston

Cathryn E. Cranston

Senior Vice President & Treasurer

Mail Stop 4720
April  12, 2017

William A. Downe
Chief Executive Officer
Bank of Montreal
100 King Street West
1 First Canadian Place
Toronto, Ontario
Canada M5X 1A1

Re: Bank of Montreal
  Registration Statement on Form F-3
Filed  April  7, 2017
  File No.  333-217200

Dear Mr. Downe :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact William H. Dorton, Staff Attorney,  at (202) 551 -3107  with any questions.

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

CORRESP
1
filename1.htm

CORRESP

 [Chapman and Cutler LLP Letterhead]

William C. Hermann

 Partner

 111 W. Monroe

 Chicago, IL 60603

 T 312.845.3895

 F 312.516.1895

 whermann@chapman.com

April 11, 2017

 Cecelia Blye, Chief

Office of Global Security Risk

 Securities and Exchange
Commission

 Mail Stop 4628

 Washington, D.C. 20549

Re:
Bank of Montreal

Form 40-F for Fiscal Year ended October 31, 2016

Filed December 6, 2016

File No. 001-13354

 Dear Ms. Blye:

I am writing on behalf of Bank of Montreal (the “Bank”). The Bank is in receipt of your letter dated April 10, 2017. As
discussed with Mr. Leslie, the Bank is requesting up to 20 business days to respond to your information request and therefore will respond on or prior to May 9, 2017.

Please confirm the requested extension via email at whermann@chapman.com or by telephone at (312) 845-3895.

Very truly yours,

Chapman and Cutler LLP

/s/ William C. Hermann

William C. Hermann

 WCH/lk

cc:
Daniel Leslie

Thomas E. Flynn

Colleen M. Hennessy

David Simpson

Mail Stop 4628

April 10, 2017

Via E -mail
Thomas E. Flynn
Chief Financial Officer
Bank of Montreal
100 King Street West, 1 First Canadian Place
Toronto, ON, M5X 1A9, Canada

Re: Bank of Montreal
 40-F for Fiscal Year Ended October 31, 2016
 Filed December 6, 2016
 File No. 001-13354

Dear  Mr. Flynn :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Please respond to these comments  within ten busin ess days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have  additional comments.

General

1. In a letter to us dated April 24, 2014  you described contacts with Sudan and Syria.  You
state on page 7 of Exhibit 99.1 to the 40 -F that your wealth management group competes
in Europe, the Middle East, and Africa (EMEA), areas that include Sudan and Syria.  As
you know, Sudan and Syria are d esignated by the U.S. Department of State as state
sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.
Please describe to us the nature and extent of any past, current, and anticipated contacts
with Sudan and Syria since  your 2014 letter, whether through subsidiaries, partners,
customers, joint venture or other direct or indirect arrangements.  You should describe
any services, products, information or technology you have provided to Sudan or Syria,
directly or indirectly , and any agreements, commercial arrangements, or other contacts
you have had with the governments of those countries or entities they control.

Thomas E. Flynn
Bank of Montreal
April 10, 2017
Page 2

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment abo ve, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last  three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state spo nsors of terrorism.  You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

We remind you that the company and its management are responsi ble for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -
3470 if you have any questions abo ut the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Dietrich King
  Assistant Director
 Division of Corporation Finance

 Helen Killoch
Bank of Montreal

Mail Stop 3233
June 9, 2016

Via E -mail
Colleen Hennessy
Bank of Montreal
111 West Monroe Street
P. O. Box 755
Chicago, Illinois 60690

Re: Vaulted Gold Bullion Trust
Registration Statement on Form S-1
Filed June 6, 2016
  File No. 333-211858

Dear Ms. Hennessy:

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide 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 .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.

General

1. Please revise  your disclosure to describe the risk that the execution price that an investor
obtains could differ from the last price quote received.  Please also revise your disclosure
to discuss generally the expected time period between an investor placing an order and
the trade being executed, as well as the potential movement in price during this time
period.

2. Please revise your disclosure throughout to clarify that the public offering price for each
Gold Deposit Receipt will be based on the spot price for one troy  ounce of Gold Bullion
at the time of purchase.

Colleen Hennessy
Vaulted Gold Bullion Trust
June 9, 2016
Page 2

 You may contact Shannon Sobotka, Staff Accountant, at (202) 551 -3856 or Daniel
Gordon, Senior Assistant Chief Accountant, at (202) 551 -3486 if you have questions regarding
comments on the financial statements and related matters.  Please contact Bryan Hough, Staff
Attorney, at (202) 551 -8625 or me at (202) 551 -3466 with any other questions.

Sincerely,

 /s/ Coy Garrison

Coy Garrison
Special Counsel
Office of Real Estate and
Commodities

cc: Anna T. Pinedo, Esq.  (via E -mail)
Morrison & Foerster LLP

July 8, 2015

Via E -mail
Thomas E. Flynn
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 Fiscal Year Ended October 31, 2014
Filed December 2, 2014
File No. 001 -13354

Dear Mr. Flynn :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

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corresp

 Legal, Corporate & Compliance Group

1 First Canadian Place, 21st Floor

Toronto, Ontario M5X 1A1

 April 2, 2015

 Stephanie J. Ciboroski

Senior Assistant Chief Accountant

 Security and Exchange Commission

Washington, D. C. 20549

 Dear Ms. Ciboroski:

Re:
Bank of Montreal

Form 40-F for Fiscal Year Ended October 31, 2014

Filed December 2, 2014

File No. 001-13354

 I am writing to respond to questions in your letter dated March 3, 2015, as set out
below in bold.

 Form 40-F for Fiscal Year Ended October 31, 2014

Exhibit 99.2

 Management’s Discussion and Analysis, page
26

 BMO Wealth Management, page 51

 Financial
Review, page 52

1.
We note from your disclosure on page 38 that investment management and custodial fees increased 28 percent due to the growth of client assets and the acquisition of F&C. We also note that your assets under
management (AUM) and assets under administration (AUA) have significantly increased from the prior year. Please address the following:

—

Clarify in your disclosure, if true, that your investment management fees are based on your AUM and your custodial fees are based on your AUA.

Generally, our investment management fees are based on our AUM and our custodial fees are based on our AUA. Our banking regulator, the Office of the Superintendent of
Financial Institutions, requires these fees to be reported in regulatory returns as a single line item and we maintain this presentation in our financial statements and MD&A. As noted below, we will clarify our policy in our financial
statements.

—

Explain to us how each of these fees is calculated. In your response, tell us if you record these fees based on average or ending balances.

 Thomas E. Flynn

 Bank of Montreal

 April 2, 2015

  Page
 2

 Most of our investment management and custodial fees are charged to clients at a fixed rate (e.g. basis points) which
is applied to their period-end AUM or AUA balance. The rate is contractually determined and varies based on product type and nature of customer services. Over 90% of our investment management and custodial fees are based on month-end as at balances
of AUM / AUA. The remainder of the fees are based on average balances of daily, weekly, or bi-monthly AUM / AUA.

—

If your fees are based upon average AUM or average AUA, present the average balances, as appropriate.

 As noted
above, over 90% of our fees are based on AUM / AUA balances as at a period end, which is the reason period end balances are disclosed in our MD&A on page 52. We submit that the as at period end balances are appropriate in this context. For your
information, approximately $90 million of our total $1.2 billion investment management and custodial fees are based on average AUM / AUA balances.

—

Expand your accounting policy note for fee income on page 129 by disclosing your basis for calculating and recognizing each of these revenues.

In our next annual consolidated financial statements, we will add the following for investment management and custodial fees to our accounting policy on fees:

Investment management and custodial fees are based primarily on the balance of assets under management and assets under administration as at the period
end, respectively, for services provided.

—

Revise future filings to clarify the amount of revenue earned from investment management services and the amount earned from custodial services. Separately discuss in your MD&A the drivers of change for each.

 The revenues earned from custodial services are not a significant portion of our total disclosed investment management and custodial fees, nor of
total Bank revenue.

 We note on page 38 of our 2014 Annual Report that investment management and custodial fees increased as a result of the acquired F&C
business and growth in client assets. In future filings we will also include this discussion of the reasons for changes in investment management and custodial services in the Wealth Management Financial Review section of the MD&A.

—

Provide a roll-forward of your AUM by investment strategy (i.e. equities, fixed income, cash, et al) that separately presents gross client inflows, gross client outflows, inflows from acquisitions, market
appreciation / (depreciation), and foreign currency translation adjustments.

 Thomas E. Flynn

 Bank of Montreal

 April 2, 2015

  Page
 3

 Below we provide the roll-forward of our Wealth Management AUM as at October 31, 2014:

Assets under Management (CDE, millions)

Beginning of period November 1, 2013

        $
194,158

Net new assets – acquisitions (largely F&C)

        $
150,462

Market appreciation

        $
14,158

Net new assets (inflow/outflow)

        $
12,800

Foreign exchange

        $
8,028

Ending balance October 31, 2014

        $
 379,606

 We note that the movement in AUM by investment strategy is not tracked and reported separately within the bank’s systems, nor are
gross client inflows and gross client outflows and therefore we are unable to provide this information. Net new assets is the most relevant measure in our asset management business as net asset movements drive changes in revenues. Furthermore net
new assets does not result in overstating asset growth in the case where there are transfers of assets between BMO funds.

 While the acquisition of F&C was an
important acquisition in 2014, we do not disclose the roll-forward of AUM as investment management and custodial revenue does not account for a significant portion of our total bank revenue. We submit that disclosing the year-end as at balance of
AUM and AUA and discussing the key drivers of the year over year change is the appropriate disclosure for this portion of our business (see page 52 of the 2014 Annual Report).

—

Provide your ending AUA balances by financial instrument mix (e.g. equities, fixed income, cash, et al) and geographic mix (e.g. Canada, United States, et al).

Below we provide the requested details for our Wealth Management AUA balances as at October 31, 2014.

       Assets under Administration
(CDE, millions)

         By Financial Instrument
Mix

October 31, 2014

 Equities

$ 270,215

 Fixed income

$ 105,771

 Cash

$  33,979

 Other 1

$  4,582

 Total

$ 414,547

 1 Other is comprised of real estate and other miscellaneous investments.

 Thomas E. Flynn

 Bank of Montreal

 April 2, 2015

  Page
 4

 The geographic split below is based on the geography of where the client assets are administered as at October 31,
2014.

 Assets under Administration (CDE, millions)

By Geographic Mix

October 31, 2014

 Canada

            $
152,762

 United States

            $
260,873

 Other

            $
912

 Total

            $
414,547

 Capital Management Activities, page 68

2.
We note your disclosure on page 68 that your non-viability contingent capital notes (Non-cumulative 5-Year Rate Reset Class B Preferred Shares Series 27, Series 29 and Series 31, and Series H Medium-Term Notes,
Tranche 1) would be converted into BMO common shares pursuant to an automatic conversion formula with the conversion price based on the greater of: (1) a floor price of $5.00, and (2) the current market price of your common shares at the
time of the trigger event. Please respond to the following:

—

Explain to us in more detail why the Series H Medium-Term Notes, Tranche 1 are classified as liabilities in your consolidated financial statements while the Non- cumulative 5-Year Rate Reset Class B Preferred Shares
are classified as equity.

 The balance sheet classification of the Series H Medium-Term Notes, Tranche 1 (the “Notes”) and the
Non-cumulative 5-Year Rate Reset Class B Preferred Shares (the “Preferred Shares”) is determined based on the contractual terms of each instrument. The classification of each of the Notes and the Preferred Shares was assessed under IAS 32
Financial Instruments: Presentation (“IAS 32”).

 Based on the contractual terms of the Notes, we identified the following key components of the instrument
to assess in determining the balance sheet classification of the Notes and determined it was appropriate to conclude liability classification for the Notes under IAS 32 as 1) the Bank has the contractual obligation to settle the Notes at maturity in
cash, 2) the Bank has the contractual obligation to make periodic interest payments in cash, 3) the redemption feature, which allows the Bank to redeem the Notes after July 2019 under certain conditions, is an option whose exercise is within the
Bank’s control, which does not preclude debt classification, and 4) the non-viability contingent conversion (“NVCC”) feature, whose trigger is outside the control of the Bank, results in delivery of a variable number of Bank common
shares and in accordance with IAS 32.11 would result in liability classification.

 In accordance with IAS 39, Financial Instruments: Recognition and Measurement, we
then assessed whether there were any separable embedded derivatives in the Notes. We determined that the NVCC feature meets the definition of an embedded derivative, however the fair value

 Thomas E. Flynn

 Bank of Montreal

 April 2, 2015

  Page
 5

was determined to be de minimus. Accordingly, given that the Notes do not contain an equity component, the proceeds of issuance of the Notes are presented in our consolidated balance sheet as a
liability.

 With respect to the Preferred Shares, they are a non-cumulative instrument that also contains an NVCC feature converting to a variable number of common
shares upon occurrence of certain trigger events. We assessed each of the preferred share, dividend and conversion feature components for balance sheet classification in accordance with IAS 32. The preferred shares are perpetual and pay
non-cumulative dividends at the discretion of the Board, which are characteristics of equity instruments. The obligation to deliver common shares following a NVCC triggering event (the NVCC feature) represents a liability in accordance with IAS
32.11.

 Accordingly, the preferred shares are compound instruments where we allocate the issuance proceeds first to the fair value to the liability component and
the residual to the equity component in accordance with IAS 32.31. The fair value of the obligation to deliver a variable number of common shares under the NVCC feature was determined to be de minimus. Accordingly, the proceeds of issuance of the
Preferred Shares were presented in our consolidated balance sheet within shareholders’ equity.

—

Tell us why you have described the conversion feature as being convertible into a “variable number of common shares” in both Note 17 and Note 20, but based on the terms on page 68, the notes appear to be
potentially convertible into a fixed number of shares depending on the share price at the time of the trigger event.

 The instruments are
convertible into a variable number of common shares subject to a floor price of $5.00 per BMO common share at the time of the trigger event. The disclosure on page 68 sought to describe the maximum dilution impact. In future filings we will amend
our disclosure in the financial statements and MD&A to note that the conversion feature is subject to a floor price and that our disclosure indicates the maximum dilution impact.

—

Tell us whether you view the floor price conversion term to be genuine and substantive under the provisions of IAS 32.

We believe the floor price in the conversion feature is a genuine and substantive term. We assessed the impact of the floor price as part of the NVCC conversion
feature. For accounting purposes, a term is non-genuine if it has no economic substance and it could be removed by the parties to the contract without any compensation.

The NVCC conversion feature has economic substance as it is ensures investors in non-common Tier 1 and Tier 2 regulatory capital instruments bear losses as the
Bank’s capital erodes. The floor price ensures that existing common shareholders are afforded protection in the event that the NVCC clause is triggered as it will limit the number of shares to be issued if the share price declines significantly
while the bank is in distress.

 Thomas E. Flynn

 Bank of Montreal

 April 2, 2015

  Page
 6

 Market Risk, page 91

Foreign Exchange Risk, page 95

3.
We note from your transaction risk disclosure that a one cent increase (decrease) in the Canadian/U.S. dollar exchange rate would increase (decrease) adjusted pre-tax income by $10 million in the absence of hedging
transactions. We also note from your disclosure on page 43 that adjusted income in the United States and other countries represents a significant portion of your total adjusted income. Please respond to the following:

—

Revise your future filings to clearly explain the model (and related parameters) you use to estimate this hypothetical impact on a pre-tax net income.

We calculate the impact on our pre-tax income using our U.S. dollar pre-tax income of $1,075 million and determine the impact on the Canadian dollar equivalent of a 1
cent change in the U.S./CAD exchange rate, which in Fiscal 2014 was rounded to $10 million. This information can also be derived from the table on page 36 of the 2014 Annual Report. The table indicates that there was approximately a 7 cent change in
the U.S./CAD foreign exchange rate in the year and total adjusted income before tax was increased by approximately $67 million as a result of changes in the exchange rate. This also was rounded to a $10 million change per 1 cent change in the
foreign exchange rate.

 In future filings we will cross reference the Foreign Exchange discussion within the Risk section of the MD&A to the disclosure on the
Impact of Foreign Exchange within the Performance Review section of the MD&A to clarify the basis on which the hypothetical impact is determined.

—

We note that you use hedging positions to partially offset the impact of exchange rate fluctuations. Tell us if these hedging positions are reported within note 10 (derivative instruments) as trading or hedging
derivatives or some combination thereof.

 The Bank uses trading derivatives as economic hedges of its U.S. dollar net income stream from its U.S
Segment and therefore these are recorded as trading positions in Note 10 to the Bank’s consolidated financial statements.

—

Consider revising your future filings to disclose the impact of derivative positions on this estimate.

 We
expanded our disclosure in our Q1 2015 Report to Shareholders (page 7) to include the net income impact of hedging activities that are in place. We will continue to provide this disclosure in future filings.

 Thomas E. Flynn

 Bank of Montreal

 April 2, 2015

  Page
 7

 Exhibit 99.3

Note 6 – Risk Management, page 140

4.
We note that you have provided your credit quality disclosures on an adjusted exposure default basis, as opposed to carrying value, and thus the amounts in the disclosures do not reconcile to your loan disclosures in
Note 4. Please consider disclosing your loan portfolio credit quality disclosures by carrying value rather, or in addition to, adjusted exposure at default to fulfill the disclosure obligations of paragraph 36(c) of IFRS 7.

IFRS 7.31 requires disclosure of information used to evaluate the nature and extent of risks to which an entity is exposed and IFRS 7.36(c) requires information about
the credit quality of financial assets that are neither past due nor impaired. Note 6 details our potential credit exposure at default which we believe meets this disclosure requirement as this reflects our potential credit risk exposure.

In future filings we will amend the disclosure to reflect carrying value to reconcile to our disclosure in Note 4.

Note 24 – Employee Compensation – Pension and Other Employee Future Benefits, page 166

5.
We note from your disclosure of the fair value of plan assets on page 170 that $6,529 million in plan assets are attributable to Canadian and U.S. plans. We

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 Legal, Corporate & Compliance Group

1 First Canadian Place, 21st Floor

Toronto, Ontario M5X 1A1

David Simpson

Associate General Counsel,

Finance & Securities

Direct Line: 416-867-6933

Davidw.simpson@bmo.com

 March 10, 2015

 VIA EDGAR

 Stephanie J. Ciboroski

 Senior Assistant Chief Accountant

Securities and Exchange Commission

 Washington, D.C. 20549

Re:
Bank of Montreal

Form 40-F for Fiscal Year ended October 31, 2014

Filed December 2, 2014

File No. 1-13354

 Dear Ms. Ciboroski:

The Bank of Montreal (the “Bank”) is in receipt of your letter dated March 3, 2015. As discussed with Mr. Jim Dunn, the Bank is requesting up to 20
business days to respond to your information request and therefore will respond on or prior to April 3, 2015.

 Please confirm the requested extension via
email at davidw.simpson@bmo.com or by telephone at (416) 867-6933.

Very truly yours,

/s/ David Simpson

David Simpson

 Associate General Counsel,

 Finance &
Securities

Cc:
Thomas E. Flynn

Colleen M. Hennessy

Helen Killoch

March 3 , 201 5

Via E -mail
Thomas E. Flynn
Chief Financial  Officer
Bank of Montreal
100 King Street West
1 First Canadian Place
Toronto, Ontario, Canada M5 X 1A1

Re: Bank of Montreal
 Form 40-F for Fi scal Year Ended Octo ber 31, 201 4
Filed December 2, 2014
File No. 001-13354

Dear Mr. Flynn :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 40 -F for Fiscal Year Ended October 31, 2014

Exhibit 99.2

Management’s  Discussion and Analysis, page 26

BMO Wealth Management, page 51
Financial Review, page 52

1. We note from your disclosure on page 38 that investment management and custodial fees
increased 28 percent due to the growth of client assets and the acquisition of F&C.  We
also note that your assets under management (AUM) and assets under administration
(AUA) have significantly increased from the p rior year. Please address the following:
 Clarify in your disclosure, if true, that your investment management  fees are based on
your AUM  and your custodial  fees are based on your AUA .

Thomas E. Flynn
Bank of Montreal
March 3 , 201 5
Page 2

  Explain to us how each of these  fees is calculated.  In your respons e, tell us if you
record these fees based on average or ending balances.
 If your fees are based upon average AUM or average AUA, present the average
balances, as appropriate .
 Expand your accounting policy note for fee income on page 129 by disclosing your
basis for calculating and recognizing each of these revenues.
 Revise future filings to clarify the amount of revenue earned from investment
management services and the amoun t earned from custodial services.  Separately
discuss in your MD&A the drivers of change for each.
 Provide a roll -forward of your AUM by investment strategy (i.e. equities, fixed
income, cash , et al ) that separately presents gross client inflows, gross cl ient outflows,
inflows from acquisitions, market appreciation/(depreciation), and foreign currency
translation adjustments.
 Provide your ending AUA balances by financial instrument mix (e.g. equities, fixed
income, cash , et al ) and geographic mix (e.g. Ca nada, United States, et al).

Capital Management Activities, page 68

2.   We note your disclosure on page 68 that your non -viability contingent capital notes
(Non -cumulative 5 -Year Rate Reset Class B Preferred Shares Series 27, Series 29 and
Series 31, and Series H Medium -Term Notes, Tranche 1) would be converted into BMO
common shares pursuant to an automatic conversion formula with the conversion price
based on the greater of:  (1) a floor price of $5.00, and (2) the current market price of
your common  shares at the time of the trigger event.  Please respond to the following:
 Explain to us in more detail why the Series H Medium -Term Notes, Tranche 1 are
classified as liabilities in your consolidated financial statements while the Non -
cumulative 5 -Year R ate Reset Class B Preferred Shares are classified as equity.
 Tell us why you have described the conversion feature as being convertible into a
“variable number of common shares” in both Note 17 and Note 20, but based on the
terms on page 68, the notes appe ar to be potentially convertible into a fixed number
of shares depending on the share price at the time of the trigger event.
 Tell us whether you view the floor price conversion ter m to be genuine and
substantive under the provisions of IAS 32.

Market Ris k, page 91

Foreign Exchange Risk, page 95

3.  We note from your transaction risk disclosure that a one cent increase (decrease) in the
Canadian/U.S. dollar exchange rate would increase (decrease) adjusted pre -tax income by
$10 million in the absence of h edging transactions.  We also note from your disclosure on
page 43 that adjusted income in the United States and other countries represents a
significant portion of your total adjusted income.  Please respond to the following:

Thomas E. Flynn
Bank of Montreal
March 3 , 201 5
Page 3

  Revise your future filings to  clearly explain the model (and related parameters) you
use to estimate this hypothetical impact on a pre -tax net income.
 We note that you use hedging positions to partially offset the impact of exchange rate
fluctuations.  Tell us if these hedging positio ns are reported within note 10 (derivative
instruments) as trading or hedging derivatives or some combination thereof.
 Consider revising your future filings to disclose the impact of derivative positions on
this estimate.

Exhibit 99.3

Note 6 – Risk Management, page 140

4.   We note that you have provided your credit quality disclosures on an adjusted exposure
default basis, as opposed to carrying value, and thus the amounts in the disclosures do not
reconcile to your loan disclosures in Note 4.  Ple ase consider disclosing your loan
portfolio credit quality disclosures by carrying value rather, or in addition to, adjusted
exposure at default to fulfill the disclosure obligations of paragraph 36(c) of IFRS 7.

Note 24 – Employee Compensation – Pension and Other Employee Future Benefits, page 166

5.  We note from your disclosure of the fair value of plan assets on page 170 that $6,529
million in plan assets are attributable to Canadian and U.S. plans.  We also note from
your disclosure on page 169 that you have total plan assets of $7,649 million.  Please
reconcile these amounts for us and revise your future filings as appropriate to explain the
nature and cause of the difference between these two plan asset amounts.

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 the information the Securities Exchange Act o f
1934 and all applicable Exchange Act rules require.   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 resp onding to our comments, please provide  a written 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 comment s 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 Sta tes.

Thomas E. Flynn
Bank of Montreal
March 3 , 201 5
Page 4

 You may contact Jim Dunn , Staff Accountant,  at (202) 551 -3724 or me at (202) 551 -
3512 if you have questions.

Sincerely,

        /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Ass istant  Chief Accountant

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November 19, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Coy Garrison, Attorney-Advisor

Re:       Vaulted Gold Bullion Trust

Registration Statement on Form S-1, as amended

File No. 333-194144

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, BMO Capital Markets Corp., as the sole placement agent of the offering pursuant to the above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), hereby joins in the request of Bank of Montreal, as initial depositor of Vaulted Gold Bullion Trust, that the effective date of the Registration Statement be accelerated so that the Registration Statement becomes effective at 4:00 p.m. (Eastern time) on November 21, 2014, or as soon thereafter as practicable.

In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, we have not distributed any copies of the preliminary prospectus included in the Registration Statement to prospective placement agents, dealers, institutional investors or others.

Very truly yours,

BMO Capital Markets Corp.

As sole placement agent

By:

/s/ Laurence Kaplan

Name: Laurence Kaplan

Title: Managing Director

By:

/s/ Christa Page

Name: Christa Page

Title: Corporate Secretary

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November 19, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Coy Garrison, Attorney-Advisor

Re:

Vaulted Gold Bullion Trust

Registration Statement on Form S-1, as amended

File No. 333-194144

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of Bank of Montreal, as initial depositor of Vaulted Gold Bullion Trust (the “Registrant”), respectfully requests acceleration of the effective date of the above-captioned Registration Statement to 4:00 p.m. (Eastern time) on November 21, 2014, or as soon thereafter as practicable.

In connection with this request to accelerate the effective date of the Registration Statement, the Registrant acknowledges the following:

·

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Registrant may not assert staff comments and 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.

Very truly yours,

By:

Bank of Montreal, as Initial

Depositor

By:
/s/ Cathryn E. Cranston

Name:
Cathryn E. Cranston

Title:

Senior Vice President and

Treasurer

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    n1031140corresp.htm

250 WEST 55TH STREET

NEW YORK, NY  10019-9601

TELEPHONE: 212.468.8000

FACSIMILE: 212.468.7900

WWW.MOFO.COM

morrison & foerster llp

beijing, berlin, brussels, denver,

hong kong, london, los angeles,

new york, northern virginia,

palo alto, sacramento, san diego,

san francisco, shanghai, singapore,

tokyo, washington, d.c.

October 31, 2014

Writer’s Direct Contact

+1 (212) 468.8179

apinedo@mofo.com

Shannon Sobotka

Staff Accountant

Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, NE

Washington, D.C. 20549

Re:

Vaulted Gold Bullion Trust

Amendment No. 3 to the Registration Statement on Form S-1

File No. 333-194144

Dear Ms. Sobotka:

On behalf of our clients, the Bank of Montreal and the Vaulted Gold Bullion Trust (the “Trust”), we are writing in response to the comment letter dated September 29, 2014 regarding the above-captioned filing with the Securities and Exchange Commission (the “Commission”).  Below, we identify in bold the Staff’s comment and note in regular type our response.

1.

We note your response to our prior comment 3.  Please clarify why the company believes it would be appropriate to exclude the per deposit fee and related expenses from the income statement of the Trust.  Cite all relevant accounting literature within your response.

We believe it is appropriate not to reflect the per deposit fee and Trust related expenses in the income statement of the Trust.  In coming to this conclusion we considered the guidance in SAB Topic 1B., which provides that a registrant should reflect all of its costs of doing business in its own financial statements, and SAB Topic 5D., which provides that organizational and offering expenses be recorded within equity.

Per Deposit Fee

October 31, 2014

Page Two

BMO Capital Markets Corp., the placement agent for the Trust, is a registered broker-dealer.  BMO Capital Markets Corp. collects the per deposit fee from the investor for legal and regulatory reasons.  Pursuant to the terms of the Placement Agency Agreement (a form of which has been filed as an exhibit to the Registration Statement), the placement agent remits this deposit fee to Bank of Montreal as the Initial Depositor of the Trust as it is the Initial Depositor that is legally entitled to the fee.

Bank of Montreal directly incurs and is contractually responsible for the Trust related expenses as discussed in the Registration Statement and as memorialized in the Depositary Trust Agreement (filed as an exhibit to the Registration Statement).

We calculated the Trust’s expenses in the Registration Statement based on, as assuming, the issuance and sale of $500 million of Gold Deposit Receipts.  We itemized these expenses (see Part II of the Registration Statement) and repeat them here as follows:

Securities and Exchange Commission registration fee

$     64,400

State filing fees

$     83,985

FINRA filing fee

$     75,500

Printing and engraving expenses

$       9,000

Legal fees and expenses

$   250,000

Depositary fees

$     75,000

Miscellaneous expenses

$   996,100

Total

$1,553,985

Organizational and Offering Costs

The Securities and Exchange Commission registration fee, the state filing fee, the printing and engraving expenses and the legal fees and expense are organization and offering costs as they relate to creating and registering the Trust in order to ready it for operation.

The depositary fees represent the fees payable to Bank of New York and its affiliates acting in the capacity of trustee and depositary agent.   The fee to Bank of New York for $75,000 is an annual payment for the first 937,500 receipts issued.  Any receipts issued beyond this number of receipts will be subject to a per receipt fee by Bank of New York of $0.08/per annum.  The ongoing Bank of New York fee will be paid by Bank of Montreal.  The annual Bank of New York depositary fee as well as the incremental/per receipt depositary fees are also issuance costs.

October 31, 2014

Page Three

These fees represent organizational and offering costs and would come under the guidance in SAB Topic 5D.  We have assessed the materiality of these expenses (approximately $0.6 million) in light of Trust’s assets ($500 million), which is approximately 0.0012% of Trust assets in this example.  While we understand that there is no particular percentage amount that could or should necessarily be used as the basis for assessing materiality, we note that, in this case, the amount of the organizational and offering expenses paid by Bank of Montreal, both at inception of the Trust and on an on-going basis, are de minimis in light of the overall Gold Deposit Receipt program.  In considering further whether a potential investor would consider important the inclusion of the expenses, we note that, as mentioned above, the Registration Statement already provides clear and prominent disclosure (including on the cover page of the prospectus) of the per Receipt fee, as well as disclosure in the Trust expenses (in the “Plan of Distribution” section of the prospectus and in Part II of the Registration Statement). In addition the issuer will include a note in the financial statements that discusses the payment of the Trust’s organizational and offering expenses by Bank of Montreal.

If the Trust were to issue significantly less than the $500 million contemplated by the Registration Statement, the initial depositor will consider the relative size and significance of the organizational and offering expenses incurred through such date and the Trust’s assets and evaluate whether the expenses would be material.  If the expenses were material, these would be reflected in the financial statements.

Ongoing Operational Costs

The remaining expenses are operational expenses that relate to ongoing Trust business activities and include items such as storage costs and other miscellaneous fees for several years. As noted above, SAB Topic 1B. guidance applies to these expenses and we believe given the de minimus size of the expenses (approximately 0.0018% of Trust assets in this example) we believe these expenses are not material to the Trust financial statements, following the same logic we outlined above.  Consistent with our view on fulsome disclosure, we will include in the financial statement notes details of the nature of the expenses and the arrangement with Bank of Montreal as Initial Depositor to receive the per deposit fee and to incur and pay these expenses.

Should you have any additional questions or concerns, please call me at 212-468-8179.

Sincerely,

/s/ Anna T. Pinedo

 cc:       Coy Garrison, Esq.

CORRESP
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August 15, 2014

Writer’s Direct Contact

+1 (212) 468.8179

apinedo@mofo.com

By Courier

Coy Garrison, Esq.

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

Vaulted Gold Bullion Trust

Amendment No. 2 to Registration Statement on Form S-1

Filed July 25, 2014

File No. 333-194144

Dear Mr. Garrison:

On behalf of our clients, the Bank of Montreal and the Vaulted Gold Bullion Trust (the “Trust”), we are writing in response to the comment letter dated August 12, 2014 regarding the above-captioned filing with the Securities and Exchange Commission (the “Commission”).

We have attached changed pages to the Registration Statement that reflect the revisions made responsive to the Staff’s comments.  As discussed, we would include these changes in the next amendment to the Registration Statement.

Below, we identify in bold the Staff’s comment and note in regular type our response.  Page number references in our responses refer to the Registration Statement.

1.

We note your response to comment 2 of our letter dated March 14, 2014 and reference to the disclosure on page 41.  Please clarify if you utilize a formulaic approach to determine the interbank spot price.  Alternatively, discuss the level of discretion involved in determining the interbank spot price.

The offer price will be based on prevailing interbank U.S. dollar spot prices.  Bank of Montreal will not use a formulaic approach to determine the spot price.  As discussed on page 41 of the Registration Statement, Bank of Montreal will use the spot prices reflected on one of the following multi-contributor systems:  Reuters, Bloomberg, and Electronic Brokering Services.  Each such system has its own methodology for arriving at prevailing spot prices. Typically, these sources provide spot prices that are very similar or identical to one another.  Bank of Montreal will refer to one of the multi-contributor systems, without adjustment or modification.  As a result, Bank of Montreal will not exercise any discretion, other than the modest discretion associated with picking one of the three systems.

Coy Garrison, Esq.

August 15, 2014

Page Two

We note that three systems have been named given that this is the range of systems that Bank of Montreal may use and in order to provide itself some flexibility in the event that one such system is not providing spot prices, the three have been identified.

2.

In connection with the preceding comment, we note your disclosure that the interbank spot price is the price a client can purchase gold from the Bank of Montreal and that the price at which it buys gold back from a withdrawing investor is different from the offer price.  As it appears that the spot price is not the price the bank would repurchase gold from a withdrawing investor, please clarify whether the “bid” price would also be published on the Trust’s website and have intraday indications on your Bloomberg page.

The “bid” price will be published daily and will be available to investors on the website of the Trust. As disclosed on Page 42 of the Registration Statement, Bank of Montreal will also maintain a page on Bloomberg that will provide intra-day indications on the current price per Gold Deposit Receipt.

3.

We note your response to our comment 3.  As previously requested on July 16, 2014, please clarify the following as it relates to the company’s proposed financial statement presentation.

How the gold receipts will be accounted for and the relevant accounting guidance relied upon.

The company’s basis for classifying the gold bullion as Level 2 within the fair value hierarchy and the assumptions that will be used to value the gold.

How the company considered the guidance in SAB Topic 5D as it relates to their income statement presentation.

Please see our supplemental response dated August 13, 2014, which responds to the Staff’s questions.

Prospectus Summary, page 5

4.

We note your revised disclosure on page 5 that in addition to redeeming the receipts for gold and withdrawing the gold and selling for cash, holders “may also sell to other investors through an Authorized Participant.”  Please expand upon your disclosure to explain in detail this third option for receipt holders.

Coy Garrison, Esq.

August 15, 2014

Page Three

A holder of Gold Deposit Receipts may elect any of the following:

·

To sell the holder’s Gold Deposit Receipts through an authorized participant (a broker-dealer) to an interested purchaser for cash;

·

To sell the holder’s Gold Deposit Receipts through an authorized participant and BMO Capital Markets to Bank of Montreal for cash; or

·

To exchange the holder’s Gold Deposit Receipts through an authorized participant and BMO Capital Markets for Gold Bullion.

We have included disclosure regarding sales through Authorized Participants on page 10 and page 42 of the Registration Statement, as well as an additional risk factor on page 18 of the Registration Statement.

The Gold Industry, page 30

5.

We note your revised disclosure in this section.  Please refer to comment 22 of our first letter dated January 6, 2014 and provide the requested information.

Please see our supplemental response dated August 13, 2014 containing the requested information. We confirm that none of the data were prepared for or commissioned by the registrant or any affiliate.

Redemptions of Gold Deposit Receipts for Gold Bullion; Sales for Cash, page 39

6.

We note your response to comment 5 and disclosure on page 39 that a receipt holder “would have recourse only to the Service Carrier after the Gold Bullion has been placed by Bank of Montreal with the Service Carrier.”  We further note that page 8 of the Form of Gold Carrier Agreement states that “[n]o Delivery Point Contact is a party to or third party beneficiary of this Agreement, and Carrier has no duties or obligations arising under or pursuant to this Agreement to a Person other than BMO.”  Please include a risk factor addressing this situation, or advise.

We have included an additional risk factor on page 19 of the Registration Statement to address the risk of loss borne by holders, and amended the disclosure on page 39 of the Registration Statement.

************

Coy Garrison, Esq.

August 15, 2014

Page Four

As we discussed, separately, we have submitted responses relating to financial presentation matters.  We are anxious to clear all of the Staff’s comments so that we may continue to make progress with the various state filings, some of which require an affirmation from us that the Commission has no further comments.  We appreciate in advance your time and attention to this matter.  Should you have any additional questions or concerns, please call me at 212-468-8179.

Sincerely,

Anna T. Pinedo

September 2 9, 2014

Via E -mail
Usec Rho
Senior Counsel and Director
BMO Capital Markets Corporation
3 Times Square
New York, NY  10036

Re: Vaulted Gold Bullion Trust
Registration Statement on Form S -1
Response filed  September 2 6, 2014
  File No. 333-194144

Dear Mr. Rho :

We have reviewed your response  and have the following comment.  Please respond to
this letter by providing the requested information .  If you do not believe our comments 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note your response to our prior comment 3.  Please clarify why the company believes
it would be appropriate to exclude the per deposit fee and related expenses from the
income statement of the Trust.  Cite all relevant accounting literature within your
response.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Notwithstanding our comment, in the event you request acceleration of the effective d ate
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

Usec Rho
Vaulted Gold Bullion Trust
September 29 , 2014
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissio n 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 accu racy of the disclosure in the filing; and

 the company may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revie w any amendment prior to the requested effective date of the
registration statement.

You may contact  Shannon Sobotka, Staff Accountant,  at (202) 551 -3856 or me at (202)
551-3629 if you have questions regarding comments on the financial statements and  related
matters.  Please contact  Coy Garrison, Staff Attorney, at (202) 551 -3466, or Tom Kluck, Legal
Branch Chief, at (202) 551 -3233 with any other questions.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Accounting Branch Chief

cc: Anna T. Pinedo, Esq.

CORRESP
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    s925141corresp.htm

250 WEST 55TH STREET

NEW YORK, NY  10019-9601

TELEPHONE: 212.468.8000

FACSIMILE: 212.468.7900

WWW.MOFO.COM

morrison & foerster llp

beijing, berlin, brussels, denver,

hong kong, london, los angeles,

new york, northern virginia,

palo alto, sacramento, san diego,

san francisco, shanghai, singapore,

tokyo, washington, d.c.

August 13, 2014

Writer’s Direct Contact

+1 (212) 468.8179

apinedo@mofo.com

VIA EDGAR

Shannon Sobotka

Staff Accountant

Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, NE

Washington, D.C. 20549

Re:           Vaulted Gold Bullion Trust

Registration Statement on Form S-1

File No. 333-194144

Dear Ms. Sobotka:

On behalf of our clients, the Bank of Montreal and the Vaulted Gold Bullion Trust (the “Trust”), we are responding to questions posed by the Staff of the Securities and Exchange Commission (the “Commission”) during a conference call on Wednesday, July 16 in connection with the Trust’s supplemental submission dated June 25, 2014.  Below, we identify in bold the SEC Staff’s comment and note in regular type our response.

Also enclosed on Annex A hereto is a draft of the revised financial statements reflecting our discussion with the Staff.  We have presented these under cover of a sample Current Report on Form 8-K.  As you know, we continue to discuss the need, and the appropriate format, for periodic reports relating to the Trust.  We have suggested to the Staff that it might be appropriate to analogize to a structured finance transaction and therefore the Trust would regularly file “investor reports” and quarterly information under cover of an 8-K.  To help in considering this, we have included such a sample here.

1.

Will the Gold Deposit Receipts be classified as financial liabilities or as equity on the Trust balance sheet and how will the Gold Deposit Receipts be accounted for?

August 13, 2014

Page Two

The Gold Deposit Receipts do not meet the criteria in ASC 480-10-25-8 and 25-10 through 12 to be classified as financial liabilities.  Redemption of the receipts is outside the control of the Trust and therefore, in accordance with SEC Financial Reporting Release 211, the Trust will present the receipts as Redeemable Gold Deposit Receipts.  As such, the receipts will be reported on the balance sheet between liabilities and equity.  The receipts will be recorded at the value received from investors.

2.

Will the Investment in Gold be reflected as a Level 1 or Level 2 financial instrument in the financial statement footnotes?

In accordance with US GAAP codification 820-10-50-2(b), the investment in gold will be disclosed as a Level 1 fair value measurement because the quoted prices provided from various sources typically have a narrow range and are for an identical asset, without any adjustment.

For reference, all transactions are based on the prevailing over-the-counter interbank spot market for gold.  Consistent with disclosures in the prospectus, the price of gold will be based on prevailing interbank U.S. dollar spot prices, as determined by Bank of Montreal, acting in its sole discretion.  Bank of Montreal will use multi-contributor systems, such as Reuters, Bloomberg, and Electronic Brokering Services as primary sources to determine the prevailing interbank spot price of gold.

3.

How are issuance costs being treated pursuant to SEC SAB Topic 1B?  Note on the call with the SEC, management of BMO heard the staff reference SAB Topic 5D.

We have conveyed that the SEC Staff was inquiring about the application of SAB Topic 1.B in regard to Trust expenses.  SAB Topic 1.B, question 1, by analogy addresses whether a reporting issuer needs to include expenses incurred on its behalf in the issuer financial statements.  The SEC Staff mentioned SAB Topic 5D on the call.  If SAB Topic 5D was the intended reference, by analogy, the issue appears to be similar in terms of whether the Trust should record the expenses and related deposit fee revenue directly in its financial statements.

Bank of Montreal is the initial depositor of the Trust and will not consolidate the Trust.  Substantially all costs associated with the operation of the Trust, including costs associated with issuance of Gold Deposit Receipts, are contractually entered into by Bank of Montreal so will be incurred and paid by Bank of Montreal.  The Trust collects a per receipt deposit fee from each investor that subscribes for Gold Deposit Receipts and passes this fee on to Bank of Montreal as Initial Depositor of the Trust.  This fee compensates Bank of Montreal for the various expenses it will incur for the Trust, including costs associated with issuance of Gold Deposit Receipts. The fee and related expenses are proposed not to be reflected in the income statement of the Trust.  However, the Trust plans to provide fulsome disclosure of this arrangement, as outlined in note 2.7 to the draft financial statements so an investor clearly understands how the deposit fee and Trust related expenses are treated.

August 13, 2014

Page Three

We appreciate in advance your time and attention to this matter.  Should you have any additional questions or concerns, please call me at 212-468-8179.

Sincerely,

/s/ Anna T. Pinedo

Anna T. Pinedo

Enclosure

cc:          Kevin Woody

Coy Garrison, Esq.

Duc Dang, Esq.

DRAFT – For Discussion Purposes

ANNEX A

UNITED STATES

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): _________, 2014

Bank of Montreal

Initial Depositor

(Exact name of registrant as specified in charter)

Vaulted Gold Bullion Trust

Issuer with respect to the Gold Deposit Receipts

(Exact name of registrant as specified in its charter)

Delaware

1040

46-7176227

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 King Street

First Canadian Place

Toronto, Ontario

Canada M5X 1A1

M5X 1A1

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (416) 867-6785

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[Monthly: This current report on Form 8-K has been filed to provide investors with a monthly report.]

[Quarterly: This current report on Form 8-K has been filed to provide quarterly financial statements of Vaulted Gold Bullion Trust for the quarter ended ___________, 2014.]

Item 9.01. Financial Statements and Exhibits.

(a)

Financial Statements

Exhibit

No.

Description

[99.1

Monthly Report.]

[99.1

Unaudited Financial Statements of Vaulted Gold Bullion Trust for the quarter ended ___, 2014.]

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VAULTED GOLD BULLION TRUST

By:

Name:

Title:

3

EXHIBIT INDEX

Exhibit

No.

Description

[99.1

Monthly Report.]

[99.1

Unaudited Financial Statements of Vaulted Gold Bullion Trust for the quarter ended ___, 2014.]

4

  DRAFT – For Discussion Purposes

[EXHIBIT 99.1] [QUARTERLY]

VAULTED GOLD BULLION TRUST

Financial Statements (Unaudited)

Balance Sheet (Unaudited)

At [Date], 2014 (1)

[Date], 2014

(Amounts in 000’s of US$)

ASSETS

Cash

Investment in gold (Note 2.2. 2.6)

$

X,XXX,XXX

Gold receivable (Note 2.3)

XX,XXX

Total Assets

X,XXX,XXX

LIABILITIES

Gold payable (Note 2.3)

XX,XXX

REDEEMABLE GOLD DEPOSIT RECEIPTS (Note 2.5)

X,XXX,XXX

RETAINED EARNINGS

XX,XXX

Total Liabilities and Equity

$

X,XXX,XXX

(1)

The Trust was created on December 10, 2013 but there were no operations until [Date], 2014.

 See Notes to the Unaudited Financial Statements

F-1

VAULTED GOLD BULLION TRUST

Schedule of Investments (Unaudited)

At [Date], 2014

[Date], 2014

Description

Oz

Cost

Fair Value

% of Net Assets

(1)

Investment in gold (in 000’s of US$, except for oz data)

Gold

XX,XXX

$
X,XXX

$

XXX,XXX

100%

Total investment in gold

XX,XXX

$
X,XXX

$

XXX,XXX

100%

(1)

Calculated as investment in gold at fair value divided by net assets, as at [Date], 2014

See Notes to the Unaudited Financial Statements

F-2

VAULTED GOLD BULLION TRUST

Statements of Operations (Unaudited)

For the X months ended [Date], 2014

X months Ended

[Date], 2014 (1)

(Amounts in 000’s of US$)

REALIZED AND UNREALIZED GAINS / (LOSSES)

Realized gain (loss) on gold distributed for the redemption of Receipts

$
XXX

Change in unrealized gain (loss) on investment in gold

XX,XXX

Total gain (loss)

XX,XXX

Change in net assets from operations

$

XX,XXX

(1)

The Trust applies the provisions of Topic 946, Investment Companies.

See Notes to the Unaudited Financial Statements

F-3

VAULTED GOLD BULLION TRUST

Statement of Changes in Net Assets (Unaudited)

For the X months ended [Date], 2014

X months Ended [Date], 2014 (1)

(Amounts in 000’s of US$, except for Receipt data)

Receipts

Amount

Opening balance at [date], 2014

X,XXX,XXX

$

X,XXX,XXX

Net investment loss

(X,XXX

)

Realized gain (loss) on investment in gold

XXX

Change in unrealized investment in gold

XX,XXX

Issuances

X,XXX

XX,XXX

Redemptions

(X,XXX

)

(XX,XXX

)

Closing balance at [date], 2014

X,XXX,XXX

$

X,XXX,XXX

(1)

The Trust applies the provisions of Topic 946, Investment Companies.

See Notes to the Unaudited Financial Statements

F-4

VAULTED GOLD BULLION TRUST

Notes to the Unaudited Financial Statements

1.

Organization

The Vaulted Gold Bullion Trust.  The Vaulted Gold Bullion Trust (the “Trust”) was initially formed on December 10, 2013 pursuant to an interim trust agreement that was amended and restated by the Depositary Trust Agreement, dated ___________, 2014 (the “Depositary Trust Agreement”).  The Trust had no operations until [date, 2014]. The Bank of New York Mellon will be the trustee and BNY Mellon Trust of Delaware will be the Delaware trustee.  The Initial Depositor sells Gold Bullion to the Trust, arranges custodial services through its storage account and provides administrative services from time to time.  The Vaulted Gold Bullion Trust is not a registered investment company under the 1940 Act.

The Vaulted Gold Bullion Trust is intended to hold Gold Bullion for the benefit of owners of Gold Deposit Receipts.  One receipt represents the undivided beneficial ownership of one troy ounce of Gold Bullion.  The trustee will perform only administrative and ministerial acts.  The property of the Trust will consist of the Gold Bullion and all monies or other property, if any, received by the trustee.  The fiscal year end for the Trust is December 31.

The accompanying unaudited financial statements were prepared in accordance with the accounting principles generally accepted in the United States of America. In the opinion of the Trust’s management, all adjustments necessary to present fairly the financial position, results of operations as of and for the X months ended [Date], 2014 have been made.  In accordance with Topic 946, Investment Companies, the Trust meets the exemption criteria to exclude a statement of cash flows.

2.

Significant Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Trust.

2.1.

Basis of Accounting

The Trust is an investment company within the scope of Financial Accounting Standards Board (“FASB”) Codification of Accounting Standards, ASC 946, Financial Services—Investment Companies (“Topic 946”).  The Trust has determined it falls within scope of Financial Accounting Standards Board (“FASB”) Codification of Accounting Standards, ASC 946, Financial Services—Investment Companies (“Topic 946”).  As the Trust meets the exemption criteria under Topic 946, a cash flow statement is not required for the period ended [Date], 2014.  The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act.

2.2.

Valuation of Gold

The Gold Bullion will be held for the benefit of holders of Gold Deposit Receipts in an custodial account operated by Bank of Montreal at the Royal Canadian Mint (the “Mint”) and is valued, for financial statement purposes, at fair value.

The Trust follows the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 provides guidance for determining fair value and requires disclosure regarding the inputs to valuation techniques used to measure fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Trust records its investment in gold at fair value and recognizes changes in fair value of the investment in gold as changes in unrealized gains or losses on investment in gold through the Statement of Operations.

F-5

2.2.

Valuation of Gold (continued)

Inputs

Generally accepted accounting principles establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:

–

Level 1.

Unadjusted quoted prices in active markets for identical assets or liabilities that the company has the ability to access.

–

Level 2.

Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments and similar data.

–

Level 3.

Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the company’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

The Trust’s holds primarily Gold Bullion which is classified as Level 1 as pricing is based on quoted prices which are observable inputs. There were no re-allocations or transfers between levels during the period.

2.3.

Gold Receivable and Payable

Gold receivable or payable represents the quantity of gold covered by contractually binding orders for the issuance or redemption of Receipts respectively, where the gold has not yet been transferred to or from the Trust’s account. Generally, ownership of the gold is transferred within three business days of the trade date.

2.4.

Issuance of Receipts

The Trust will issue Gold Deposit Receipts on a continuous basis pursuant to the Depositary Trust Agreement.  Authorized receipts are unlimited.  There are XX,XXX receipts issued and outstanding at [Date], 2014.   Holders of Gold Deposit Receipts will receive no cash distributions.  Gold Deposit Receipts are recorded at the value received from the investor.

F-6

Subject to certain exceptions described herein, holders of Gold Deposit Receipts will have the option to exchange the

August 12, 2014

Via E -mail
Usec Rho
Senior Counsel and Director
BMO Capital Markets Corporation
3 Times Square
New York, NY  10036

Re: Vaulted Gold Bullion Trust
Amendment No. 2 to Registration Statement on Form S -1
Filed July 25, 2014
  File No. 333 -194144

Dear Mr. Rho :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide 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 .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note your response to comment 2 of our letter dated March 14, 2014 and reference to
the disclosure on page 41.  Please clarify if you utilize a formulaic approach to determine
the interbank spot price.  Alternatively, discuss the level of discretion involved in
determining the interban k spot price.

2. In connection with the preceding comment, we note your disclosure that the interbank
spot price is the price a client can purchase gold from the Bank of Montreal and that the
price at which it buys gold back from a withdrawing investor is different from the offer
price.  As it appears that the spot price is not the price the bank would repurchase gold
from a withdrawing investor, please clarify whether the “bid” price would also be
publi shed on the Trust’s website and  have intraday i ndications on your Bloomberg page.

Usec Rho
Vaulted Gold Bullion Trust
August 12, 2014
Page 2

 We note your response to our comment 3 . As previously requested on July 16, 2014,
please clarify the following as it relates to the company’s proposed financial statement
presentation.

 How the gold receipts will be accounted for and the relevant accounting guidance
relied upon
 The company’s basis for classifying the gold bullion as Level 2 within the fair
value hierarchy and the assumptions that will be used to value the gold
 How the company considered the guidance in SAB Topic 5D as it relates to their
income statement presentation

Prospectus Summary, page 5

3. We note your revised disclosure on page 5 that in addition to redeeming the receipts for
gold and withdrawing the gold and se lling for cash, holders “may also sell to other
investors through an Authorized Participant.”  Please expand upon your disclosure to
explain in detail this third option for receipt holders.

The Gold Industry, page 30

4. We note your revised disclosure in this section.  Please refer to comment 22 of our first
letter dated January 6, 2014 and provide the requested information.

Redemptions of Gold Deposit Receipts for Gold Bullion; Sales for Cash, page 39

5. We note your response to comment 5 and disclosure  on page 39 that a receipt holder
“would have recourse only to the Service Carrier after the Gold Bullion has been placed
by Bank of Montreal with the Service Carrier.”  We further note that page 8 of the Form
of Gold Carrier Agreement states that “[n]o D elivery Point Contact is a party to or third
party beneficiary of this Agreement, and Carrier has no duties or obligations arising
under or pursuant to this Agreement to a Person other than BMO.”  Please include a risk
factor addressing this situation, or advise.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

Usec Rho
Vaulted Gold Bullion Trust
August 12, 2014
Page 3

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, it does not foreclose the Commission 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 f ull responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federa l
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those  requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.   Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Shannon Sobotka, Staff Accountant,  at (202) 551 -3856 or Kevin
Woody, Accounting Branch Chief, at (202) 55 1-3629 if you have questions regarding comments
on the financial statements and related matters.  Please contact  Coy Garrison, Staff Attorney, at
(202) 551 -3466, or me at (202) 551 -3386 with any other questions.

Sincerely,

 /s/ Duc Dang

Duc Dang
Special Counsel

cc: Anna T. Pinedo, Esq.

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250 WEST 55TH STREET

NEW YORK, NY  10019-9601

TELEPHONE: 212.468.8000

FACSIMILE: 212.468.7900

WWW.MOFO.COM

morrison & foerster llp

beijing, berlin, brussels, denver,

hong kong, london, los angeles,

new york, northern virginia,

palo alto, sacramento, san diego,

san francisco, shanghai, singapore,

tokyo, washington, d.c.

July 24, 2014

Writer’s Direct Contact

+1 (212) 468.8179

apinedo@mofo.com

Coy Garrison, Esq.

Duc Dang, Esq.

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

Vaulted Gold Bullion Trust

Amendment No. 1 to

Registration Statement on Form S-1

Filed February 26, 2014

File No. 333-194144

Dear Messrs Garrison and Dang:

On behalf of our clients, the Bank of Montreal and the Vaulted Gold Bullion Trust (the “Trust”), we are concurrently herewith filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 to the above-referenced registration statement (the “Registration Statement”).  Amendment No. 2 to the Registration Statement incorporates responses to the comments transmitted by the Staff to us on March 14, 2014 to the registration statement filed on February 26, 2014.

Below, we identify in bold the SEC Staff’s comment and note in regular type our response.  Page number references in our responses refer to Amendment No. 1 to the Registration Statement.

General

1.

We note your response to comment 1 of our letter dated February 7, 2014. Please tell us the persons that are responsible for appointing a successor trustee, if necessary, and for determining a suspension of redemptions and why such decisions are not considered policy making decisions.

The Trust is intended to be treated as a grantor trust for tax purposes.  The Depositary Trust Agreement circumscribes the activities of the Trust and the Trustee so that there are no discretionary actions to be undertaken by the Trustee.  As we describe in the Registration Statement:

July 24, 2014

Page Two

·

The Trust is newly formed, has no business or operations, will be a passive entity the sole asset of which will be Gold Bullion held on behalf of the holders of Gold Deposit Receipts;

·

The Trust is a grantor trust and has no power or authority to engage in any activities other than the issuance of the Gold Deposit Receipts representing an interest in Gold Bullion;

·

The Initial Depositor will pay all operating expenses of the Trust, which means that at no time will the Trust sell or otherwise dispose of Gold Bullion;

·

The Trust will not hold any cash or securities, just Gold Bullion;

·

The Trust has no employees, officers or directors;

Pursuant to Section 6.2 of the Depositary Trust Agreement, the Trust will terminate automatically upon the occurrence of certain specified events.  Section 5.6(b) of the Agreement specifies that, should the Trustee or the Delaware Trustee resign, the Placement Agent, after consultation with the Initial Depositor, will name a replacement.  The Placement Agent, after consultation with the Initial Depositor, also may remove the Trustee.

We are not aware of any definitive SEC guidance setting forth the types of activities that would be deemed “policymaking decisions.”  We understand that, in certain contexts, the SEC has noted that “[r]esponsibility for significant policy decisions could consist of, for example, the exercise of strategic, technical, editorial, creative, managerial, or similar responsibilities.”  In determining whether an officer of a company may have policy-making responsibilities, the Staff and courts have considered the responsibilities and activities of the individual.  In this instance, the Trust, as a passive vehicle, has been structured to ensure that it not undertake any activities other than serving as a vehicle to facilitate the issuance of the Gold Deposit Receipts.  If the Trust were actively managed or if the Trustee had the authority to sell Gold Bullion to cover expenses, or to invest cash or other assets, we understand that it would be important for an investor to learn about the experience and qualifications of the individuals making such determinations and those determinations might well rise to the level of “policymaking decisions.”  However, we do not believe that the mere ability to appoint a successor trustee when the trustee resigns or to remove the trustee would rise to the level of a “policymaking decision,” such that the particular individuals that might be charged with considering such activities would need to be identified to investors.

2.

We note your response to comment 4. Please clarify if the “interbank spot price” determined by BMO Capital Markets Corp. is a composite of several third party sources. If so, please disclose those sources and tell us if there is an accepted industry external third party source for the interbank spot price that could be used to compare with your price.

July 24, 2014

Page Three

The interbank spot price of the Gold Deposit Receipts on any day will represent the price at which a client can purchase Gold Bullion from Bank of Montreal on that day, and is based on prevailing interbank U.S. dollar spot prices.  In calculating the interbank spot price, Bank of Montreal will use multi-contributor systems, such as Reuters, Bloomberg, and Electronic Brokering Services as primary sources to determine the prevailing interbank spot price of gold.  This offer price will represent the price at which Bank of Montreal will sell Gold Bullion.

3.

We are continuing to consider your response to comment 5 and additional correspondence provided.

We have corresponded with the Staff regarding our views on Exchange Act filings.  As we have outlined in our discussions with the Staff, we propose that the Trust file amendments to or supplements to the prospectus in order to keep the prospectus current.  If deemed useful to investors in the Gold Deposit Receipts, the Trust could file a monthly report under cover of Form 8-K, which would disclose the amount of outstanding Gold Deposit Receipts and the corresponding amount of Gold Bullion.  This approach would be similar to that implemented in the context of securitization transactions, where a monthly report is sent to investors.  The Trust also would file a Form 8-K if there were a material development, such as, for example, a force majeure or market disruption event.  Under cover of a Form 8-K, the Trust also could file a balance sheet, as well as other supplementary financial information.  We have shared with the Staff, on a supplemental basis, for discussion purposes, a sample of the financial statements that would be produced by the Trust given the limited activities of the Trust.  As shown in the sample financial statements and the notes thereto, the Trust does not pay any expenses; expenses are paid by Bank of Montreal.  The sole asset of the Trust is the Gold Bullion.  The financial statement simply shows the Gold Bullion then held by the Trust on behalf of the holders of Gold Deposit Receipts and that correlates to the then outstanding amount of Gold Deposit Receipts.  We welcome a further discussion with the Staff regarding the appropriate filings to be made by the Trust following effectiveness of the Registration Statement.

Prospectus Summary, Page 4

4.

We note your disclosure that the Trust may offer receipts “from time to time….” Please confirm that this offering will be conducted as a continuous offering and not on a delayed basis.

The offering is intended to be conducted as a continuous offering.

July 24, 2014

Page Four

Physical Delivery, page 36

5.

We note your response to comment 10. Please tell us when you will provide us with a copy of the third-party service carrier arrangement and revise your disclosure to identify the third-party service carrier, or advise. Also, please discuss the Authorized Participants’ obligations as it relates to the redemption process.

We filed a form of carrier agreement with Amendment No. 1 to the Registration Statement.  From time to time, the Trust may choose a different carrier.  The identity of the particular carrier is not material.

The Authorized Participant will assist the holder to complete the necessary forms and will submit the forms to the Trustee in connection with a redemption of Gold Deposit Receipts.  Section 2.8 of the Depositary Trust Agreement discusses the various functions.

Suspension of Redemptions and/or Purchases, page 39

6.

Please revise your disclosure here to be consistent with your earlier disclosure on page 10, indicating that the mechanism to withdraw and sell Gold Bullion may be suspended for any reason without notice, or advise. Also, please clarify if investors will have notice of a suspension of the “sell for cash” option prior to submitting a request for such redemption.

In Section 2.9(b) of the Depositary Trust Agreement we note that suspension cannot occur once a request has already been received by the Placement Agent and Initial Depositor.  A notice of suspension must be provided to the Trustee.  The Trustee will communicate such notices to holders.

************

We appreciate in advance your time and attention to this matter.  Should you have any additional questions or concerns, please call me at 212-468-8179.

Sincerely,

/s/ Anna T. Pinedo

Anna T. Pinedo

April 30 , 2014

Via E -mail
Thomas E. Flynn
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 Fiscal Year Ended October 31, 2013
  Filed December 3, 2013
  File No. 1 -13354

Dear Mr. Flynn :

We refer you to our comment letter dated March 28, 2014, regarding business contacts
with Cuba, Sudan and Syria.  We have completed our review  of this subject matter.  We remind
you that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or 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.  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 the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Suzanne Hayes
  Assistant Director
 Division of Corporati on Finance

Colleen Hennessy
Associate General Counsel
Legal, Corporate and Compliance Group
Bank of Montreal

Thomas E. Flynn
Bank of Montreal
April 30, 2014
Page 2

Paul Bachand
Associate General Counsel
Legal, Corporate and Compliance Group
Bank of Montreal

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 [Bank of Montreal Letterhead]

April 24, 2014

 Cecelia
Blye, Chief

 Office of Global Security Risk

Securities and Exchange Commission

Washington, D.C. 20549

Re:
 Bank of Montreal (the “Bank”)

Form 40-F for Fiscal Year ended October 31, 2013

Filed December 3, 2013

File No. 1-13354

Dear Ms. Blye:

 This
letter responds to the comment letter (the “Comment Letter”) from staff (“Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 28, 2014, concerning the Annual
Report on Form 40-F for the fiscal year ended October 31, 2013 (the “2013 40-F”) of the Bank.

 To facilitate the
Staff’s review, the Bank has included in its response the numbered questions as raised in the Staff’s comment letter and provided responses immediately following each numbered comment.

The Bank has prepared its response to the Comment Letter by accessing certain reporting systems and requesting information on operations and
activities from lines of businesses and specialist departments. While the Bank acknowledges its responsibility for its response to the Comment Letter, it is not possible to be certain that every relationship or transaction has been captured in our
process given the size and breadth of the Bank’s operations and because the Bank’s systems are not generally designed to automatically capture the information in the format requested in the Comment Letter.

The Bank reports its financial information in Canadian dollars and all monetary amounts set forth herein are expressed in Canadian dollars,
unless otherwise stated. Numbers used herein such as numbers of accounts, account balances and present exposures were as at March 31, 2014 unless otherwise indicated.

Staff Comment #1

 We note that your
website contains contact information for relationship managers for Cuba, Sudan and Syria. On page 175 of Exhibit 99.3 of the 40-F you state that you have operations in the Caribbean, a region that includes Cuba. On page 16 of Exhibit 99.1 of the 6-K
filed February 28, 2014, you discuss your wealth management presence and capabilities in the North Africa and Middle East region, a region that includes Sudan and Syria.

 1

 Cuba, Sudan and Syria are designated by the U.S. Department of State as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, Sudan and Syria, if any, whether through subsidiaries, affiliates,
partners, customers, joint ventures or other direct or indirect arrangements. Your response should describe any services, products, information or technology you have provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by their governments.

BANK’S RESPONSE

 Summary

In accordance with the Bank’s Anti-Money Laundering, Anti-Terrorist Financing and Sanctions Measures Program (the “Sanctions
Policy”), which applies to all of the Bank’s operations globally and significantly restricts business and dealings with clients or counterparties in countries subject to Canadian and U.S. sanctions, including Cuba, Sudan and Syria
(collectively, the “Subject Countries”), the Bank conducts minimal activities with clients or counterparties in Cuba and Sudan and has substantially limited its activities with clients or counterparties in Syria since May 2011.

The Bank does not have, and does not anticipate having, a subsidiary, branch, representative office or other physical presence in any of the
Subject Countries.

 The Bank’s activities in the Subject Countries were minimal in the fiscal year ended October 31, 2013. For
Cuba, Sudan and Syria, activities with residents was limited to nominal Canadian dollar transfers, and limited personal account services. The Bank also provided limited Canadian dollar vostro account services to Syrian banks and executed certain
trade finance activities in Sudan. For Cuba and Syria, there were no activities between the Bank and either respective government or entities controlled by either respective government. For Sudan there were two nominal trade finance transactions
involving the Bank’s Canadian operations and the Central Bank of Sudan. Neither transaction was in U.S. dollars and both were permissible under applicable Canadian sanctions.

Cuba

 The laws of Canada relating to Cuba
differ from those of the United States. The Bank’s Sanctions Policy requires compliance by the Bank with its legal obligations in the countries in which it operates.

The Bank’s Canadian operations include a small number of non-U.S. dollar personal bank and wealth management accounts for residents of
Cuba and the execution of limited wire transfers. The Bank’s limited activities for Cuban residents are permissible under Canadian law and outside the scope of the prohibitions under applicable U.S. sanctions.

The Bank’s Sanctions Policy restricts its business activity relating to clients or counterparties in Cuba where there is a U.S. nexus.
When a business activity relating to Cuba is restricted by the Sanctions Policy, the Bank has procedures in place to escalate the proposed business activity to its Anti-Money Laundering Office for review and assessment of whether that activity is
legally permissible.

 2

 Sudan

The Bank has nominal interactions with residents of Sudan, including the execution of certain trade finance activities and wire transfers. The
Bank’s activities are permissible under applicable Canadian sanctions and outside the scope of prohibitions under applicable U.S. sanctions.

Canadian sanctions on Sudan differ from those in the United States. The Sanctions Policy in relation to Sudan restricts business activity that
involves parties or goods that are subject to Canadian sanctions. In addition to these restrictions, business activity involving clients or counterparties in Sudan with a U.S. nexus remains restricted in all circumstances. When a business activity
relating to Sudan is restricted by the Sanctions Policy, the Bank has procedures in place to escalate the proposed business activity to its Anti-Money Laundering Office for review and assessment of whether that activity is legally permissible.

Syria

 The Bank’s Canadian
operations has significantly reduced activity with clients and counterparties in Syria and tightened the restrictions in its Sanctions Policy to respond to the imposition of Syrian sanctions in 2011 and 2012. In March 2012, the Bank restricted new
business activity relating to clients or counterparties in Syria in all circumstances. The Bank has procedures in place to escalate any proposed business activity in Syria to its Anti-Money Laundering Office for review and assessment of whether that
activity is legally permissible.

 The Bank’s Canadian operations have a small number of personal bank and wealth management accounts
for residents of Syria. Further, the Bank’s Canadian operations maintains a correspondent banking relationship with one Syrian bank (for humanitarian and family remittance services) and has executed wire transfers in connection with such
relationship. These activities are permissible under applicable Canadian sanctions and outside the scope of the prohibitions under applicable U.S. sanctions.

Staff Comment #2

 Please discuss
the materiality of any contacts with Cuba, Sudan and Syria described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable
investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have
proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment
evidenced by such actions directed toward companies that have operations associated with Cuba, Sudan and Syria.

 3

 BANK’S RESPONSE

Summary

 The Bank’s past, current or
anticipated business activities or contacts in the Subject Countries are not material in quantitative or qualitative terms, nor do such operations or contacts constitute a material investment risk to its security holders. The Bank’s
quantitative and qualitative analysis below supports these conclusions.

 Quantitative Analysis

Relative to the Bank’s total revenues, assets and liabilities for the each of the years in the three year period ending October 31,
2013, the Bank’s activities with clients or counterparties in the Subject Countries through either direct or indirect customer relationships across the Bank’s Personal and Commercial, Capital Markets and Wealth Management businesses, which
are estimates, are immaterial.

 Revenues attributable to each of the Subject Countries as a percentage of the Bank’s total revenues
were: approximately 0.0005% for Cuba (0.0004% in 2012 and 0.0005% in 2011), 0.0002% (0.0002% in 2012 and 0.0002% in 2011) for Sudan and 0.0017% (0.0016% in 2012 and 0.0021% in 2011) for Syria.

Assets attributable to each of the Subject Countries as a percentage of the Bank’s total assets were: approximately 0.0000% for Cuba
(0.0000% in 2012 and 0.0000% in 2011), 0.0001% (0.0001% in 2012 and 0.0001% in 2011) for Sudan and 0.0002% (0.0002% in 2012 and 0.0002% in 2011) for Syria.

Liabilities attributable to each of the Subject Countries as a percentage of the Bank’s total liabilities were: approximately 0.0013% for
Cuba (0.0012% in 2012 and 0.0012% in 2011), 0.0007% (0.0006% in 2012 and 0.0000% in 2011) for Sudan and 0.0005% (0.0086% in 2012 and 0.0099% in 2011) for Syria.

Qualitative Analysis

 The Bank’s
activities with clients and counterparties in the Subject Countries are inconsequential to its total revenues, assets and liabilities. The Bank continues to believe that there is no material effect on its share value or reputation (for the reasons
listed below), particularly in light of the Bank’s minimal activities in Cuba and Sudan and its efforts to reduce its activities with respect to clients and counterparties in Syria.

The Bank does not currently conduct any business from within any of the Subject Countries and the Bank’s business activity in the Subject
Countries, which is limited to its Canadian operations, remains minimal.

 The Bank is aware of the fact, as noted in the Comment Letter,
that various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism (the
“Initiatives”). The Bank respects the views of investors who hold these views. In light of the reasons stated above, including the limited nature of the Bank’s exposure to the Subject Countries, the Bank does not believe that
the Initiatives will result in any material investment risk to its security holders.

 4

 The Bank’s common shares trade on the Toronto Stock Exchange (the “TSX”)
and the New York Stock Exchange (the “NYSE”). The majority of the shares are held by Canadian residents and the majority of the trading in the Bank’s common shares occurs on the TSX. The average daily trading volume of the
Bank’s common shares for the first five months of the Bank’s fiscal year was 1,377,882 common shares on the TSX compared to 376,722 common shares on the NYSE. The average daily trading volume for the Bank’s 2013 fiscal year was
1,387,280 common shares on the TSX and 445,794 common shares on the NYSE.

 In light of the foregoing, the Bank’s contacts with the
Subject Countries are neither quantitatively nor qualitatively material.

 In addition, the Bank acknowledges that:

•

 the Bank 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 Bank 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.

 Very truly yours,

 BANK OF MONTREAL

 /s/ Thomas E. Flynn

 Thomas E. Flynn

 Chief Financial Officer

cc:
 Simon A. Fish

Daniel Leslie

Colleen M. Hennessy

Brad Chapman

William C. Hermann

 5

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CORRESP

 [Chapman and Cutler LLP Letterhead]

William C. Hermann

 Partner

 111 W. Monroe

 Chicago, IL 60603

 T 312.845.3895

 F 312.516.1895

 whermann@chapman.com

April 1, 2014

 Cecelia
Blye, Chief

 Office of Global Security Risk

Securities and Exchange Commission

Washington, D.C. 20549

 Re:

 Bank of Montreal

 Form 40-F for Fiscal Year ended October 31, 2013

 Filed December 3, 2013

 File No. 1-13354

 Dear Ms. Blye:

I am writing on behalf of Bank of Montreal (the “Bank”). The Bank is in receipt of your letter dated March 28,
2014. As discussed with Mr. Daniel Leslie, the Bank is requesting up to 20 business days to respond to your information request and therefore will respond on or prior to April 24, 2014.

Please confirm the requested extension via email at whermann@chapman.com or by telephone at (312) 845-3895.

 Very truly yours,

 Chapman and Cutler LLP

 /s/ William C. Hermann

 WCH/lk

cc:
 Daniel Leslie

Thomas E. Flynn

Colleen M. Hennessy

Brad Chapman

March 2 8, 2014

Via E -mail
Thomas E. Flynn
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 Fiscal Year Ended October 31, 2013
  Filed December 3, 2013
  File No. 1 -13354

Dear Mr. Flynn:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we hav e the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested information, or
by advising us when you will provide the requested response.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may have
additional comments.

General

1. We note that y our website contains contact information for relationship managers for
Cuba, Sudan and Syria.  On page 175  of Exhibit 99.3 of the 40 -F you state that you have
operations in the Caribbean, a region that includes Cuba.  On page 16 of Exhibit 99.1 of
the 6 -K filed February 28, 2014, you discuss your wealth management presence and
capabilities in the North Africa and Middle East region, a region that includes Sudan and
Syria.

Cuba, Sudan and Syria are designated by the U.S. Department of State as state sponsors
of terrorism, and are subject to U.S. economic sanctions and export controls.  Please
describe to us the  nature and extent of your past, current, and anticipated contacts with

Thomas E. Flynn
Bank of Montreal
March 28, 2014
Page 2

 Cuba, Sudan and Syria, if any, whether through subsidiaries, affiliates, partners,
customers, joint ventures or other direct or indirect arrangements.  Your response should
describe an y services, products, information or technology you have provided to Cuba,
Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or
other contacts you have had with the governments of those countries or entities controlled
by their governments.

2. Please discuss the materiality of any contacts with Cuba, Sudan and Syria described in
response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders.  You should address m ateriality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors tha t a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors h ave proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidence d by such actions directed toward
companies that have operations associated with Cuba, Sudan and Syria.

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 the inform ation the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.  Since the company and its management are in
possession of all facts relating to the company’s disclosure, they are responsible for the accuracy
and adequacy of the di sclosures they have made.

In responding to our comments, please provide a written 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 di sclosure 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 fede ral securities laws of the United States.

Thomas E. Flynn
Bank of Montreal
March 28, 2014
Page 3

Please contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -3470 if you
have any questions about the comments or our review.

        Sincerely,

        /s/ Cecilia Blye

        Cecilia Blye, Chief
        Office of Global Security Risk

cc:  Suzanne Hayes
 Assistant Director
Division of Corporation Finance

Colleen M. Henness y
Associate General Counsel
Legal, Corporate and Compliance Group
BMO Financial Group

Paul Bachand
Associate General Counsel
Legal, Corporate and Compliance Group
BMO Financial Group

March 14, 2014

Via E -mail
Usec Rho
Senior Counsel and Director
BMO Capital Markets Corporation
3 Times Square
New York, NY  10036

Re: Vaulted Gold Bullion Trust
Registration Statement on Form S -1
Filed February 26, 2014
  File No. 333 -194144

Dear Mr. Rho :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide 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 .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note your response to comment 1 of our letter dated February 7, 2014.  Please tell us
the persons that are responsible for a ppoint ing a successor trustee, if necessary, and for
determining a suspension of redemptions and why such decisions are not conside red
policy making decisions.

2. We note your response to comment 4.  Please clarify if the “interbank spot price”
determined by BMO Capital Markets Corp. is a composite of several third party sources.
If so, please disclose those sources and tell us if t here is an accepted industry external
third party source for the interbank spot price that could be used to compare with your
price.

Usec Rho
Vaulted Gold Bullion Trust
March 14, 2014
Page 2

 3. We are continuing to consider your response to comment 5 and additional
correspondence provided.

Prospectus Summary,  page 4

4. We note your disclosure that the Trust may offer receipts “from time to time….”  Please
confirm that this offering will be conducted as a continuous offering and not on a delayed
basis.

Physical Delivery, page 36

5. We note your response to comment 10.  Please tell us when you will provide us with a
copy of the third -party service carrier arrangement and revise your disclosure to identify
the third -party service carrier, or advise.  Also, please discuss  the Authorize d
Participants’ obligations as it relates to the redemption process.

Suspensions of  Redemptions and/or Purchases, page 39

6. Please revise your disclosure here to be consistent with your earlier disclosure on page
10, indicating that the mechanism to wi thdraw and sell Gold Bullion may be suspended
for any reason without notice, or advise.   Also, please clarify if investors will have notice
of a suspension of the “sell for cash” option prior to submitting a request for such
redemption.

We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management a re 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pend ing regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking a ny 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

Usec Rho
Vaulted Gold Bullion Trust
March 14, 2014
Page 3

  the company  may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Please contact  Coy Garrison, Staff Attorney, at (202) 551 -3466, or me at (202) 551 -3386
with any other questions.

Sincerely,

 /s/ Duc Dang

Duc Dang
Special Counsel

cc: Anna T. Pinedo, Esq.

CORRESP
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CORRESP

 October 31, 2013

Securities and Exchange Commission

 450 Fifth Street, N.W.

Washington, D.C. 20549

 Bank of Montreal and BMO Covered Bond
Guarantor Limited Partnership — Registration Statement No. 333-189814

 Ladies and Gentlemen:

On behalf of Bank of Montreal (the Issuer) and BMO Covered Bond Guarantor Limited Partnership (the Guarantor) and pursuant to Rule 461 under the
Securities Act of 1933, as amended, we request that the effective date of the above-captioned Registration Statement be accelerated so that it may become effective at 12:00 p.m. on November 8, 2013, or as soon as practicable thereafter.

Each of the Issuer and the Guarantor acknowledges that:

•

should the Securities and Exchange Commission (the Commission) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 Issuer or the Guarantor from their full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

•

neither the Issuer nor the Guarantor may assert staff comments and 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.

Very truly yours,

/s/ Cathryn E. Cranston

 Cathryn E. Cranston

 Senior Vice President,
Finance & Treasurer

 BANK OF MONTREAL

/s/ Chris Hughes

 Chris Hughes

 Vice President, Corporate
Treasury

 BMO COVERED BOND GP, INC.,

 in its capacity as
managing general partner of

 BMO COVERED BOND GUARANTOR LIMITED PARTNERSHIP

 Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763.
It is authorized and regulated by the Solicitors Regulation Authority of England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with lawyers admitted to practise in a variety of jurisdictions. A list of the members of Allen
& Overy LLP and their professional qualifications is open to inspection at its registered office, One Bishops Square, London, E1 6AD and at the above address. The term partner is used to refer to a member of Allen & Overy LLP or an employee
or consultant with equivalent standing and qualifications.

 Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi,
Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated
office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.

October 28, 2013

Via E -mail
Thomas E. Flynn
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, 2012
Filed December 4, 2012
 File No. 001 -13354

Dear Mr. Flynn:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do  not foreclose the Commission from taking
any action with respect to the company or 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 U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

CORRESP
1
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CORRESP

 100 King Street West, 18th Floor,

 Toronto, ON M5X
1A1

 October 28, 2013

 Via EDGAR

Stephanie J. Ciboroski

 Senior Assistant Chief Accountant

Security and Exchange Commission

 Washington, D. C. 20549

Re:
Bank of Montreal

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

Filed December 4, 2012

Response dated June 21, 2013

File No. 001-13354

 Dear Ms. Ciboroski:

 I am writing to supplement the Bank of Montreal’s response dated September 13, 2013 specifically to expand our response to your question 3
regarding revolving credit facilities.

 In determining the accounting for purchased revolving credit facilities we applied the guidance in IAS 39.47(d) and
IAS 18.IE14 (b) as noted in more detail in that response letter. We believe that this is the appropriate accounting literature to apply to the purchased revolving credit facilities. This results in the application of straight line amortization
of the credit mark. Given the lack of specific guidance under IFRS, we also reviewed U.S. GAAP for guidance and noted that ASC 310-20-35-23 concludes that straight line amortization is appropriate for revolving lines of credit.

We note that we have done additional analysis to estimate the magnitude of the difference between straight line amortization and effective interest method. Based
on that analysis and given the amount of credit mark involved, we have concluded that there would not have been a material impact on our net income had the effective interest method been applied.

We acknowledge 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.

Sincerely,

 /s/ Thomas Flynn

Thomas Flynn

 Executive Vice President and Chief Financial Officer

cc:
Bank of Montreal, Audit and Conduct Review Committee

 KPMG, LLP

CORRESP
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CORRESP

 Via E-mail and EDGAR

 Suzanne
Hayes

 Assistant Director, Disclosure Operations

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 Allen & Overy LLP

 1221 Avenue of
the Americas

 New York NY 10020

Tel             212 610 6300

Fax             212 610 6399

Direct line  212 610 6309

 Our
ref                     0013935-0000044 NY:17897085.1

October 18, 2013

Re:
Bank of Montreal

 Amendment No. 1 to Registration Statement on Form F-3

Filed October 4, 2013

File No. 333-189814

 Dear
Ms. Hayes,

 On behalf of Bank of Montreal (the Bank) and BMO Covered Bond Guarantor Limited Partnership (the Guarantor), this letter
responds to your letter, dated October 17, 2013 (the Comment Letter), regarding the above-referenced Amendment No. 1 to Registration Statement (the Registration Statement). We are at this time, on behalf of the Bank and the
Guarantor (the Registrants), submitting pre-effective Amendment No. 2 to the Registration Statement (Amendment No. 2). For your convenience, each comment from the Comment Letter is repeated in its entirety and numbered to
correspond with its number in the Comment Letter. Each comment is followed by a response made on behalf of the Registrants.

 Each capitalized term that is
used in this letter without definition has the meaning specified in the prospectus (the “prospectus”) or the form of prospectus supplement included in Amendment No. 2.

Summary of the Principal Documents, page 109

Mortgage Sale Agreement, page 116

 Repurchase of
Loans, page 128

1.
We note your response to comment 28 of our letter dated July 30, 2013 and we reissue that comment in part. Please include the cross-reference to the relevant risk factor that explains the risks and conflicts
associated with the Bank or its affiliates being the party obligated to repurchase.

 Allen & Overy LLP is a limited
liability partnership registered in England and Wales with registered number OC306763. It is authorized and regulated by the Solicitors Regulation Authority of England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with lawyers
admitted to practise in a variety of jurisdictions. A list of the members of Allen & Overy LLP and their professional qualifications is open to inspection at its registered office, One Bishops Square, London, E1 6AD and at the above address. The
term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications.

 Allen &
Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt,
Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore,
Sydney, Tokyo, Warsaw and Washington, D.C.

 Response: As requested, the Registration Statement has been revised to include a
cross-reference to the risk factors under the section “Risk Factors—reliance on certain transaction parties,” which explains the risks and conflicts associated with the Bank or its affiliates acting as a
transaction party under the program, has been added to the referenced section.

 Servicing Agreement, page 131

Representations and Warranties of the Servicer, page 133

2.
Please disclose the credit ratings required to maintain the Servicing Agreement, in lieu of referring to a defined term.

Response: As requested, the Registration Statement has been revised to include the actual credit ratings required to maintain the
Servicing Agreement in lieu of using the defined term.

 Taxation, page 201

Canadian Taxation, page 212

3.
Please revise your disclosure to indicate that the Canadian Taxation section constitutes the opinion of counsel and identify Canadian counsel.

Response: As requested, the Registration Statement has been revised to indicate that the Canadian Taxation section constitutes the
opinion of counsel and identify Canadian counsel.

4.
Please revise the opening sentence to clarify that the section is a discussion of all material Canadian federal income tax information.

Response: As requested, the Registration Statement has been revised to clarify that the section is a discussion of all material
Canadian federal income tax information.

 Item 9. Exhibits, page II-3

5.
Please have counsel revise Exhibit 5.1 as follows:

•

Opine that each Covered Bond will be a binding obligation of the bank and that the guarantees will be binding obligations of guarantor.

•

Remove the limitations on reliance included in the first full paragraph on page 3.

 You may
refer to Sections II.B.1.e and II.B.3.d of Staff Legal Bulletin No. 19 for guidance.

 Response: As requested, Exhibit 5.1
has been revised to (i) opine that each Covered Bond will be a binding obligation of the bank and that the guarantees will be binding obligations of guarantor and (ii) remove the limitations on reliance included in the first full paragraph
on page 3.

 2

6.
We note that Exhibit 23.1 is missing the accounting firm’s name and signature. Please re-file the exhibit including these items with your next amendment.

Response: As requested, Exhibit 23.1 has been refiled to include the accounting firm’s name and signature.

The Bank hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing; (ii) 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 (iii) the Bank may not assert staff comments and 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.

 If you should have any questions or comments concerning the contents of this letter, please do
not hesitate to call the undersigned at (212) 610-6309.

Very truly yours,

/s/ Lawton M. Camp

 Lawton M. Camp

 Allen & Overy
LLP

cc:
United States Securities and Exchange Commission:

 Laura Crotty, United States Securities and
Exchange Commission

 Ramin Olson, United States Securities and Exchange Commission

Bank of Montreal:

 Catherin
Cranston, Senior Vice President, Finance and Treasurer

 Brad Chapman, Senior Legal Counsel

Muhammad Amir, Corporate Treasury

 3

October 17 , 2013

Via E -mail
Colleen Hennessy
Bank of Montreal
111 West Monroe Street, P.O. Box 755
Chicago, Illinois 60690

Re: Bank of Montreal
  Amendment No. 1 to Registration Statement on Form F -3
Filed October 4, 2013
  File No. 333 -189814

Dear Ms. Hennessy:

We have reviewed the above listed filing and related correspondence dated October 4,
2013 and have the following  additional  comments.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing the information you provide in response to our comments, we may have
additional comments.

Summary of the Principal Documents, page 109

Mortgage Sale Agreement, page 116

Repurchase of Loans, page 128

1. We note your response to comment 28 of  our letter dated July 30, 2013 and we reissue
that comment in part.   Please include the cross -reference to the relevant risk factor that
explains the risks and conflicts associated with the Bank or its affiliates being the party
obligated to repurchase.

Servicing Agreement, page 131

Representations and Warranties of the Servicer, page 133

2. Please  disclose the credit ratings required to maintain the Servicing Agreement, in lieu of
referring to a defined term.

Colleen Hennessy
Bank of Montreal
October 17, 2013
Page 2

 Taxation, page 201

Canadian  Taxation, page 212

3. Please revise  your disclosure to indicate that the Canadian Taxation section constitutes
the opinion of counsel and identify Canadian counsel.

4. Please revise the opening sentence to clarify that the section is a discussion of all material
Canadian federal income tax information.

Item 9. Exhibits , page II-3
5. Please have counsel revise Exhibit 5.1 as follows:

 Opine that each Covered Bond will be a binding obligation of the bank and that the
guarantees will be binding obligations of guarantor.

 Remove the limit ations on reliance included in the first full paragraph on page 3.

You may refer to Sections II.B.1.e and II.B.3.d of Staff Legal Bulletin No. 19 for
guidance.

6. We note that E xhibit 23.1 is missing the accounting firm’s name and signature.  Please
re-file the exhibi t including these items  with your next amendment.

Please contact Ramin Olson at (202) 551 -3331 or Laura Crotty at (202) 551 -3563 with
any questions you may have.

Sincerely,

        /s/ Laura Crotty for

Suzanne Hayes
Assistant Director

CORRESP
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CORRESP

 Via E-mail and EDGAR

Suzanne Hayes

 Assistant Director, Disclosure
Operations

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Allen & Overy LLP

 1221
Avenue of the Americas

 New York NY 10020

Tel                 212 610 6300

Fax                 212 610 6399

Direct line      212 610 6309

 Our ref                 0013935-0000044
NY:17317768.3

 October 3, 2013

 Re:   Bank of Montreal

Registration Statement on Form F-3

Filed July 3, 2013

 File No. 333-189814

 Dear Ms. Hayes,

On behalf of Bank of Montreal (the Bank) and BMO Covered Bond Guarantor Limited Partnership (the Guarantor), this letter responds to your
letter, dated July 30, 2013 (the Comment Letter), regarding the above-referenced Registration Statement (the Registration Statement). We are at this time, on behalf of the Bank and the Guarantor (the Registrants),
submitting pre-effective Amendment No. 1 to the Registration Statement (Amendment No. 1). For your convenience, each comment from the Comment Letter is repeated in its entirety and numbered to correspond with its number in the
Comment Letter. Each comment is followed by a response made on behalf of the Registrants.

 Each capitalized term that is used in this letter
without definition has the meaning specified in the prospectus (the “prospectus”) or the form of prospectus supplement included in Amendment No. 1.

 Registration Statement on Form F-3

 General

1.
Please note that it is not appropriate to qualify the disclosure in your filing by reference to statutes, regulations, or other sources. Please revise your disclosure
to eliminate such qualifications and indicate that all material information is contained in the prospectus supplement and related exhibits.

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorized and regulated by the Solicitors Regulation
Authority of England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with lawyers admitted to practise in a variety of jurisdictions. A list of the members of Allen & Overy LLP and their professional qualifications is open to
inspection at its registered office, One Bishops Square, London, E1 6AD and at the above address. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and
qualifications.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest
(associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris,
Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.

 Response: As requested, the Registration Statement has been revised
to contain all material information in the Registration Statement (including the prospectus supplement and related exhibits) and eliminate unnecessary references to statutes, regulations and other sources.

2.
We note that BMO Covered Bond Guarantor Limited Partnership, as co-registrant, has not also filed this registration statement with its own CIK number. Please revise
with your next amended filing.

 Response: As requested, BMO Covered Bond Guarantor Limited
Partnership, has filed Amendment No. 1, with its own CIK number. CIK Number: 0001583993.

3.
We note that you reference, but did not include, a form of Prospectus Supplement in your Form F-3. Please be aware that we need to review the form of Prospectus
Supplement in order to complete a review of the Prospectus, as well as confirm compliance with Regulation AB disclosure requirements. Please amend your filing accordingly. Refer to Item 1103(a) of Regulation AB for a list of items that should
be included in a prospectus summary.

 Response: We have included, as part of Amendment No.1, a form of
prospectus supplement that is representative of the types of prospectus supplements to be utilized in connection with the issuance of securities under the Registration Statement.

4.
Please ensure that you have provided all of the information required under Items 1105(b) and 1111 (including paragraphs (b) and (c)) of Regulation AB. It appears
you are missing disclosure relating to, without limitation, delinquencies, obligor credit quality and material pool characteristics. Please revise accordingly or advise.

Response: In accordance with Items 1105(b) and 1111 of Regulation AB, the form of prospectus supplement filed with Amendment
No. 1 includes, under Annex B “Historical Portfolio Data” and Annex A “Overall Portfolio Statistics” and each prospectus supplement utilized in connection with an
issuance of securities under the Registration Statement, will include such information.

5.
Please ensure that you have provided all of the information required under Item 1104(e) of Regulation AB. It appears you are missing disclosure required by
Exchange Act Rule 15Ga-1(a). Please revise accordingly or advise.

 Response: In accordance with
Item 1104(e) of Regulation AB, the form of prospectus supplement filed with Amendment No. 1 includes the required information under the heading “The Portfolio,” and each prospectus supplement utilized in
connection with an issuance of securities under the Registration Statement will include, such information.

 Forward-Looking Statements,
page 3

6.
Please revise this section to clearly state that the “safe harbor” provisions will not apply to statements made by the Guarantor.

Response: As requested, the referenced section has been revised to state that the “safe harbor”
provisions will not apply to statements made by the Guarantor.

 2

 Summary, page 7

7.
We note your use of acronyms here and throughout the prospectus. Please define acronyms upon first use.

Response: As requested, we have limited the use of acronyms and defined acronyms upon first use where applicable. We believe
that the use of acronyms and defined terms in Amendment No. 1 is consistent with effective registration statements for comparable covered bond transactions.

 Program Structure Diagram, page 10

8.
Please revise your program structure diagram to indicate who will receive and who will pay the interest (if any) on the covered bonds once they have been issued and
sold.

 Response: As requested, the referenced diagram has been revised to indicate payments of
interest on the covered bonds.

 Summary of the Covered Bond Program, page 11

9.
We note your reference at the top of page 13 to “Condition 5” and similar references throughout the prospectus. Please clarify that these
“Conditions” are part of the Terms and Conditions of the Covered Bonds, as listed on page 58.

Response: As requested, clarifying language has been added to the referenced section and throughout the prospectus to indicate
that the conditions mentioned in this section refer to the terms and conditions of the covered bonds described later in the prospectus.

Taxation, page 15

10.
Please provide a cross-reference, where appropriate, to your discussion of who qualifies as a “specified shareholder” on page 211.

Response: As requested, the referenced section has been revised to be more descriptive of who qualifies as a “specified
shareholder” and still includes a cross-reference for further detail.

 Status of the Covered Bonds, page 16

11.
Please revise your disclosure here and on page 54 to clarify the “certain limited circumstances” in which the covered bonds would not constitute deposits.

 Response: As requested, the language has been revised and as a result, the referenced paragraph has
been revised to remove the phrase “certain limited circumstances” to clarify the status of the covered bonds.

 Risk Factors,
page 20

12.
We note that certain of your risk factor subcaptions do not adequately describe the risk discussed, as required by Item 503(c) of Regulation S-K. Please revise the
following subcaptions to provide a clear statement of the risk presented:

 3

•

 Bankruptcy or Insolvency Risk (page 28);

•

 Risks particular to ReadiLine Loans (page 33);

•

 Changes of law (page 38);

•

 Exchange rate risks and exchange controls (page 40);

•

 Interest rate risks (page 41);

•

 Canadian usury laws (page 43); and

•

 Interest of Dealers (page 44).

 Response: As requested, the risk factors have been revised to better summarize the risk discussed in each risk factor.

13.
Please revise your risk factor disclosure where appropriate to discuss risks related to the following:

•

 The Bond Trustee not being obligated to serve an Issuer Acceleration Notice on the Bank or Guarantor Acceleration Notice on the Guarantor;

 Response: As requested, a risk factor titled “The Bond Trustee’s powers may
affect the interest of the holders of the covered bonds” under the heading “Risk Factors—Risks related to the structure of a particular issue of covered bonds” has been added and includes a discussion of the Bond
Trustee not being obligated to serve an Issuer Acceleration Notice on the Bank or a Notice Pay on the Guarantor.

•

 The Bond Trustee not being required to seek enforcement of the provisions of the Trust Deed and the covered bonds;

Response: As requested, a risk factor titled “The Bond Trustee’s powers may affect the interest of the
holders of the covered bonds” under the heading “Risk Factors—Risks related to the structure of a particular issue of covered bonds” has been included to explain the risks associated with Bond Trustee’s powers and
discretion under the Trust Deed, and the circumstances upon which it is not required to seek enforcement of the provisions of the Trust Deed.

•

 Reliance on the Bank as the swap provider, including any related conflicts, if applicable.

Response: We have added a risk factor under the heading “Risk Factors—Reliance on certain transaction
parties—Reliance on Swap Providers” describing the primary risks relating to reliance on swap providers.

 Risks
relating to the covered bonds generally, page 20

 The Guarantor may not be able to sell Loans prior to maturity . . . , page 25

14.
Please revise to explain when the sale of Selected Loans will be subject to the prior written approval of the Bond Trustee or will require the Bond Trustee to release
the Loans and their Related Security. We note your disclosure on page 146.

 Response: As requested, we
have added a cross-reference to the section titled “Summary of Principal Documents—Security Agreement—Release of Security” which provides an explanation of the circumstances when the sale of Selected Loans
will be subject to the prior written approval of the Bond Trustee and the circumstances under which the Bond Trustee will be required to release the Loans and their Related Security.

 4

 Reliance on certain transaction parties, page 26

The Guarantor and the covered bondholders place significant reliance . . . , page 26

15.
We note your reference here and elsewhere to minimum credit ratings required to be maintained by the Bank. Please revise to clarify these minimum credit ratings.

 Response: As requested, in the section titled “Risk Factors—Reliance on certain
transaction parties—Replacement of the Bank as services provider may not be found on acceptable terms or within an acceptable time period and the ability of the Guarantor to perform its obligations may be impaired,” we have
added a cross-reference to the section titled “Summary of Principal Documents—Cash Management Agreement” which describes the ratings required to be maintained by the Bank, as initial Cash
Manager. We have also revised the following sections of the Registration Statement “Summary of the Principal Documents—Servicing Agreement,” “—Cash Management Agreement,” “—Interest Rate Swap
Agreement”, “—Covered Bond Swap Agreement,” and “—Bank Account Agreement” to describe the minimum credit ratings required to be maintained by the applicable transaction party where applicable.

 Limitations on recourse to the Seller…, page 34

16.
We note your disclosure that the Guarantor will be entitled to require the Seller to repurchase the Loan and Related Security. Please revise to discuss why the
Guarantor might not require the Seller to repurchase the Loan and Related Security and any associated risks.

Response: As requested, we have revised the disclosure. We have clarified that such repurchases are obligatory, rather than at
the discretion of the Guarantor.

 Interest obligations may be greater than the monthly installment…, page 37

17.
At the end of this discussion please clarify the risk that increased interest obligations pose to covered bond investors specifically.

Response: As requested, the referenced risk factor has been revised to describe the risks associated with increased interest
obligations to covered bond investors.

 Issuance of covered bonds in book-entry form…, page 40

18.
Please expand your disclosure to identify some of the types of investors that may not be able to hold securities in book-entry form and to explain the impact of
book-entry issuance on pledging.

 Response: As requested, we have revised the disclosure and inserted
“Risk Factors – Risks related to the structure of a particular issue of covered bonds – The covered bonds will initially be held in book-entry form and therefore you must rely on the procedures of the relevant clearing
systems to exercise any rights and remedies”. The new risk factor includes a discussion of the types of investors that may not be able to hold securities in book-entry form and explains the impact of book-entry issuance on pledging,
consistent with effective registration statements for comparable securities transactions.

 5

 Description of the Covered Bonds, page 54

 General, page 54

19.
We note your disclosure that you may issue covered bonds in amounts that exceed the total amount specified on the cover of the prospectus supplement at any time without
the consent of the holders of covered bonds and without notifying them. Please tell us whether you would amend your prospectus supplement or file a new prospectus supplement.

Response: The Registrants will either amend the prospectus supplement or file a new prospectus supplement, in accordance with
SEC guidance, if the amount issued exceeds the total amount specified on the cover of the prospectus supplement.

 Pre-Maturity
Liquidity, page 56

20.
Please describe the “certain actions” that the Guarantor is required to undertake upon the failure or breach of the Pre-Maturity Test.

 Response: As requested, the referenced section has been revised to describe the actions required to
be performed by the Guarantor upon the failure or breach of a Pre-Maturity Test and a cross-reference to the section titled “Summary of the Principal Documents—Guarantor Agreement—Sale of Selected Loans following a breach of
the Pre-Maturity Test” has been added, which more fully describes the Pre-Maturity Test and the actions which the Guarantor is required to undertake upon the failure or breach of the Pre-Maturity Test.

Valuation Calculation, page 57

21.
Please revise your disclosure to state how often the Guarantor is required to perform the Valuation Calculation.

Response: As requested, the referenced section has been revised to state that the Guarantor is required to perform the
Valuation Calculation monthly.

 Terms and Conditions, page 57

 Condition 7 (Taxation), page 59

22.
Please provide a brief summary of the “certain conditions” in which the Bank will not pay additional amounts sufficient so that the holder will receive the
same net amount that would have been received absent the tax or other duty, assessment or charge.

Response: As requested, the referenced section

CORRESP
1
filename1.htm

CORRESP

 100 King Street West, 24th Floor,

Toronto, Ontario, M5X 1A1

 September 13, 2013

 Stephanie J. Ciboroski

 Senior Assistant Chief Accountant

 Security and Exchange Commission

Washington, D. C. 20549

Re:
Bank of Montreal

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

Filed December 4, 2012

 Response dated
June 21, 2013

 File No. 001-13354

 Dear
Ms. Ciboroski:

 I am writing to respond to your letter dated August 14, 2013. Your questions are set out below in bold.

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

Exhibit 99.2

 Management’s Discussion and Analysis, page 24

 Critical Accounting Estimates, page 70

 Goodwill and
Intangible Assets, page 72

1.
You state in your response to prior comment 4 that the Canadian Mortgage Housing Corporation (CMHC) automated valuation model (AVM) service is used for residential mortgages that are below a certain threshold and
have a loan-to-value (LTV) ratio within a specified range. We further note that you test the output of this AVM model by taking a sample of existing valuation assessments and running them through the AVM model to determine if the output from the
model is consistent with the other valuation process. Please address the following:

•

In future filings, disclose the specific threshold and LTV ratio range that determines your use of the CMHC AVM given that the threshold for use of AVM is also driven by the AVM output because the LTV is based
upon the AVM valuation of the underlying property.

 The CMHC evaluation does not impact the Bank’s LTV calculation; it is
only a factor that may be used in the Bank’s assessment of the need for an external appraisal.

 If a residential mortgage is below a certain dollar threshold and the LTV falls within an acceptably low
range, one of the steps we may undertake is to use the CMHC service as an additional source of information to consider when determining if an external appraisal should be obtained. The CMHC service considers a variety of factors and their
interrelationships, and uses different information sources, including the physical characteristics of the property in question (such as square footage, lot size, age, style of the home, etc.), the municipal property tax assessment, historical and
current sales activity within the local housing market, and prior sales activity of the property being assessed. The output from the service is information which, when processed in the Bank’s risk framework, indicates whether an external
appraisal should be obtained. The CMHC evaluation does not impact the Bank’s LTV calculation; it is only a factor that may be used in the Bank’s assessment of the need for an external appraisal.

We note your request to disclose the LTV range in our future filings. We do not believe specific disclosures of the threshold and LTV ranges would be
useful to investors because 1) we do not use the CMHC service to value properties but rather as one input to the decision to obtain an external appraisal, 2) we do not want to create an expectation with customers that external appraisals will not be
required if their mortgage is outside the specified range as the CMHC service is only one factor in the assessment, 3) this aspect of the loan origination process is used for a very small portion of our loan portfolio, and 4) these specific factors
may change in response to changes in economic factors as we review our overall risk management approach. We will include additional disclosure on how we use AVM, as described above, including that the tool is not used to provide a valuation, but is
used to assist in the risk assessment of whether residential mortgages require a full external appraisal.

•

Confirm that in future filings you will disclose how you validate the valuations provided by the AVM, including a description of the ‘existing valuation assessments’ and ‘alternative means’
that you utilize for determining that the output from the AVM was consistent with your valuation findings.

 The CHMC service,
which is only used for those residential mortgages that are below a specific dollar threshold with an LTV within a specified low range, assists in the risk assessment of whether residential mortgages require a full external appraisal. To validate
the service, we selected a sample of loan applications, processed them through the service, and also ordered full external appraisals. By comparing the actual external appraisal with BMO’s internal assessment we were able to validate the CMHC
recommendation on obtaining an external appraisal.

 In future filings we will clarify the use of the CMHC service.

 Page | 2

 Exhibit 99.3

 Notes
to consolidated financial Statements, page 124

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

Purchased Loans, page 133

2.
Refer to your response to prior comment 6. We note that the incurred credit mark for purchased performing loans represents the estimate of future cash flows that are not expected to be collected on the acquired
portfolio of purchased performing loans based on incurred but not specifically identified losses inherent in the portfolio. Please tell us the following related to your purchased performing loan portfolio:

•

How you differentiate between loan pools with incurred losses and those pools without incurred losses within this portfolio.

When we acquired the loan portfolio in the acquisition of Marshall and Ilsley (“M&I”), we assessed all individually significant purchased
loans on an individual basis to determine whether there was objective evidence of impairment as at the acquisition date in view of the existing facts and circumstances as at that date. Those individually significant loans identified as impaired were
classified as purchased credit impaired (“PCI”) loans. Loans that were not individually significant, such as the retail loan portfolio, were assessed for impairment based on characteristics such as delinquency status, FICO / risk rating
scores, and collateral type, with certain of the non-individually significant loans classified as PCI based on their characteristics. An incurred credit mark was determined for all PCI loans and is accounted for as discussed in our response to
question 8 of our prior response letter.

 We classified the remaining loans, for which there was no objective evidence of impairment, as the
purchased performing loan portfolio. For loans in the purchased performing loan portfolio, we determined an incurred credit mark on a pool-by-pool basis representing incurred but not yet specifically identified losses inherent in the portfolio as at
the acquisition date.

 Our methodology for determining the incurred credit mark on a pool-by-pool basis for the purchased performing loans was
consistent with our collective allowance methodology which incorporates both quantitative and qualitative factors. We grouped purchased performing loans on the basis of similarities in credit risk characteristics following a detailed review of the
loans at the acquisition date. Based on observable data obtained from our portfolio review upon acquisition, quantitative factors, such as probabilities of default, historical loss rates and loss given default, and qualitative factors, such as
current macroeconomic and business conditions, portfolio specific considerations, collateral value and model factors (as discussed in our response to the next question), were considered in determining the risk ratings for these loans. As discussed
in our response to question 6 of our prior response letter, the incurred credit mark for the purchased performing loan portfolio is re-measured each reporting period consistent with our collective allowance methodology.

 Page | 3

•

We note your response to prior comment 8 that you performed a detailed review of the risk rating of the purchased performing loans at acquisition and based on this review, you determined the incurred losses in
the portfolio that have not been identified within individual performing loans. Tell us the other characteristics, such as past due status, you relied upon in determining the loan pools with incurred losses.

As noted above, in order to determine the incurred credit mark on a pool-by-pool basis within the purchased performing loan portfolio at the date of
acquisition, we grouped loans into pools with similar credit risk characteristics to appropriately estimate the credit losses in each pool that had not been identified on an individual loan basis. The purchased performing loan portfolio was divided
into commercial, residential and consumer portfolios. Within each of these categories, the loans were further sub-divided by credit risk characteristics such as borrower type, collateral type, risk rating, past due status and FICO scores as
applicable, to determine the risk rating at the acquisition date. As noted above, we then determined the incurred credit mark based on the risk ratings assigned and the loan amount for each group using a methodology consistent with our collective
allowance methodology.

•

Discuss whether the loans with incurred losses were purchased at a discount due to credit quality, and clarify how the incurred credit losses are reflected in the price.

We recorded all acquired M&I loans at fair value on the date that we acquired them. The fair value of the acquired purchased performing loan
portfolio was determined by discounting expected cash flows using current market interest rates. The difference between the contractual cash flows discounted at the contractual interest rate and the fair value represented (i) an estimate of the
interest rate premium or discount on the loans calculated as the difference between the contractual rate of interest on the loans and prevailing interest rates (i.e., the interest rate mark), and (ii) an estimate of the cash flows not expected
to be collected in comparison to contractual cash flows (i.e., the credit mark). We disaggregated the credit mark into two components: an estimate of the amount of losses that existed in the acquired loan portfolio on the acquisition date but that
had not been specifically identified at an individual loan level on that date (i.e., the incurred credit mark, which was determined as noted above) and the remainder which represented future expected losses (that is, the future credit mark).

•

Tell us whether the effective interest rate you calculated on the purchased performing loans with incurred losses is equivalent or similar to a market yield. To the extent that the effective interest rate is
not, tell us, why, and how you concluded that the effective interest rate determined for these loans is consistent with the guidance in paragraph BC 32 of IAS 39.

 Page | 4

 In connection with the purchase accounting process, we reviewed the effective interest rates calculated on
the purchased performing loans and determined that they were similar to market yields on comparable loans, based on the market conditions prevailing at the time of acquisition.

We are accreting the purchase date fair value of the performing loan portfolio up to the contractual amount, less the incurred credit mark. In
determining the effective interest rates, we referred to the guidance in IAS 39.AG5 and IAS 39.BC32 which indicates that incurred credit losses should be considered in the expected cash flows when determining the effective interest rate.

3.
Refer to your response to prior comment 6 regarding revolving credit facilities and where you state that since you have committed to lend at any time, amortizing the total interest rate mark and credit mark to income
on a straight line basis over the term of the facility best reflects your standby obligation. Please respond to the following:

•

Tell us how you concluded that it was unlikely that specific lending arrangements will be entered into and the loan commitment is outside the scope of IAS 39 for all acquired revolving balances. In this
regard, if it was probable that you will enter into a specific loan arrangement, and the loan commitment is not within the scope of IAS 39, then the commitment fee is deferred and recognized as an adjustment to the effective interest rate. In your
response, provide quantitative information regarding the undrawn facilities for which you think usage is probable versus unlikely to occur.

We considered the acquired revolving loan facilities to be within the scope of IAS 39 and accordingly looked to the guidance in IAS 39.47(d) and IAS
18.

 As noted in our previous response, over the term of a revolving facility subsequent to acquisition, borrowers may repay the amounts that were
drawn on the acquisition date, make additional draws under the facility, repay all or a portion of those drawn amounts, and subsequently draw and repay numerous times in varying amounts. In a revolving credit facility, we are uncertain as to when,
and for how much, any drawdowns will be on any individual facility as such drawdowns are not within our control and therefore there is significant difficulty in predicting the timing and amount of the draws and repayments on each individual
facility.

 In view of the inherent uncertainty in estimating the amounts and timing of draws on each facility, and also considering the amounts
involved, we determined that an appropriate approach would be to amortize the total interest rate mark and credit mark for both the funded and unfunded revolving facilities on a straight line basis over the term of the facilities. We also believe
that such accounting is consistent with our view that the fair value mark on the revolving facilities (which comprises the aggregate of the interest rate mark, and the incurred and future credit marks) represents the amount a market participant
would expect as compensation for standing ready to provide credit for the full amount of the revolving facility over the term. As we have committed to lend at any time, amortizing the total interest rate mark and credit mark to income on a straight
line basis over the term of the facility best reflects our stand by obligation and the revenue earned for that service.

 Page | 5

 For those revolving facilities where amounts had been drawn as of the acquisition date, we determined the
fair value of the drawn amounts which, consistent with our discussion above, reflected the impact of credit losses inherent in the portfolio and the impact of interest rates. We determined the fair value of the undrawn portion of the revolving
facilities considering the impact of credit losses inherent in the portfolio, the impact of interest rates and the probability of funding the facility based on the borrower type. This probability ranged from 60% for portfolios such as agriculture to
100% for portfolios such as developer residential construction.

•

For revolving loans that had an existing balance at acquisition, tell us why you did not use the effective interest rate guidance outlined in IAS 39.9.

As noted above, for revolving loans that had a drawn amount as at the acquisition date, the borrower has the ability under the facility to repay the
drawn amount the next day, make further draws shortly thereafter, repay all or a portion of those drawn amounts, and subsequently draw and repay numerous times in varying amounts. Accordingly, for purposes of revenue recognition, we believe that a
reasonable approach is to associate the total interest rate mark and credit mark in respect of the drawn amounts at the acquisition date with the revolving facility as a whole, rather than with the drawn portion alone. For the reasons noted above,
we amortize the total interest rate mark and credit marks for the revolving facilities on a straight line basis over the term of the facilities.

•

Separately quantify the amount of the discount related to credit and interest rates on the revolving loans.

The credit mark of $835 million at the acquisition date represented less than 4% of th

CORRESP
1
filename1.htm

CORRESP

Thomas E. Flynn, C.A.
 Executive Vice-President

 & Chief Financial Officer

BMO Financial Group
 First Canadian
Place

 100 King Street West – 24th FL

 Toronto, ON M5X 1A1

 Tel:
416-867-4689

 Fax: 416-867-2846

tom.flynn@bmo.com

 August 15, 2013

 VIA EDGAR

 Lindsay McCord

 Division of Corporation Finance

 Securities and Exchange Commission,

100 F Street, NE

 Washington, DC 20549

Re:
Bank of Montreal

 File
No. 001-13354

 Dear Ms. McCord:

 I am writing to document our request for an extension of the deadline to respond to the August 14, 2013 letter of Stephanie J. Ciboroski to Thomas E. Flynn.

I confirm that you have agreed to extend the deadline to respond until Friday, September 13, 2013. I appreciate your consideration
of our request.

 Yours very truly,

/s/ Thomas E. Flynn

 Thomas E. Flynn

 Chief Financial Officer

August 14, 2013

Via E -mail
Thomas E. Flynn
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, 201 2
Filed December 4, 201 2
Response dated June 21, 2013
 File No. 001 -13354

Dear Mr. Flynn:

We have reviewed your response  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by adv ising us when you will provide the requested response.   If you do not
believe our  comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have  additional comments.

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

Exhibit 99.2

Management’s Discussion and Analysis, page 24

Critical Accounting Estimates, page 70

Goodwill and Intangible Assets, page 72

1. You state in your response to prior comment 4 that the Canadian Mortgage Housing
Corporation (CMHC) automated valuation model (AVM) service is used for residential
mortgages that are below a certain threshold and have a loan -to-value (LTV) ratio within

Thomas E. Flynn
Bank of Montreal
 August 14, 2013
 Page 2

 a specified range.  We further note that you test the output of this AVM model by taking
a sample of existing valuation assessments and running them through the AVM model to
determine if the output from the model is consistent with the other valuation process .
Please address the following:

 In future filings, disclose the specific threshold and LTV ratio range that determines
your use of the CMHC AVM given that the threshold for use of AVM is also driven
by the AVM output because the LTV is based upon the AVM  valuation of the
underlying property.

 Confirm that in future filings you will disclose how you validate the valuations
provided by the AVM, including a description of the “existing valuation assessments”
and “alternative means” that you utilize for deter mining that the output from the
AVM was consistent with your valuation findings.

Exhibit 99.3

Notes to Consolidated Financial Statements , page 124

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

Purchased Loans, page 133

2. Refer to your response to prior comment 6.   We note that the incurred credit mark for
purchased performing loans represents the estimate of future cash flows that are not
expected to be collected on the acquired portfolio of purchased performing loans based
on incurred but not specifically identified losses inherent in the portfolio.   Please tell us
the following related to your purchased performing loan portfolio:

 How you differentiate between loan pools with incurred losses and those pools
without incurred los ses within this portfolio.

 We note your response to prior comment 8 that you performed a detailed review of
the risk rating of the purchase performing loans at acquisition and based on this
review , you  determined the incurred losses in the portfolio that have not been
identified within individual performing loans.  Tell us the other characteristics, such
as past due status, you relied upon in determining the loan pools with incurred losses.

 Discuss whether the loans with incurred losses were purchased at a discount due to
credit quality , and clarify how the incurred credit losses are reflected in the price.

 Tell us whether the effective interest rate you calculated on the purchased performing
loans with incurred losses is equivalent or similar to a mark et yield.   To the extent
that the effective interest rate is not, tell us why, and how you concluded that the

Thomas E. Flynn
Bank of Montreal
 August 14, 2013
 Page 3

 effective interest rate determined for these loans is consistent with the guidance in
paragraph BC 32 of IAS 39.

3. Refer to your response to prior comment 6 regarding revolving credit facilities and where
you state that since you have committed to lend at any time, amortizing the total interest
rate mark and credit mark to income on a straight line basis over the term of the facility
best reflects yo ur standby obligation.  Please respond to the following:

 Tell us how you concluded that it was unlikely that specific lending arrangements
will be entered into and the loan commitment is outside the scope of IAS 39 for all
acquired revolving balances.  In  this regard, if it was probable that you will enter into
a specific loan arrangement, and the loan commitment is not within the scope of IAS
39, then the commitment fee is deferred and recognized as an adjustment to the
effective interest rate.  In your r esponse, provide quantitative information regarding
the undrawn facilities for which you think usage is probable versus unlikely to occur.

 For revolving loans that had an existing balance at acquisition, tell us why you did not
use the effective interest rate guidance outlined in IAS 39.9.

 Separately quantify the amount of the discount related to credit and interest rates on
the revolving loans .

 Tell us why you are amortizing the total interest and credit marks on a straight -line
basis over the term of  the facility as opposed to the expected life of the loan.

4. You state in response to prior comment 8 that your credit mark on purchased credit
impaired loans was only an incurred credit mark.  Please confirm for us that in your
determination of this incurr ed credit mark you did not consider events expected to occur
in a future period.

5. We note from your response to prior comments 6 and 8 that your accounting policy for
increases in the estimated cash flows of the acquired loans subsequent to acquisition is
different for purchased performing loans and purchased credit impaired. For purchased
performing loans, an increase in the estimated cash flows would be recorded to the
provision only up to the amount of cumulative collective allowance recorded on this
portfolio and any additional increase is recorded as net interest income.  However, for
your purchased credit impaired loans, all subsequent increases in estimated cash flows
are recoveries to the provision.  Please address the following:

 Explain why you hav e two different policies for your purchased performing and
purchased credit impaired loans considering at acquisition neither portfolio has an
allowance and the increase in estimated cash flows recorded through the provision
when there is no subsequent all owance would result in a negative allowance for both

Thomas E. Flynn
Bank of Montreal
 August 14, 2013
 Page 4

 portfolios.

 In future filings, clearly disclose the amount recorded in the provision as a recovery
due to  increases in estimated cash flows for the purchased credit impaired portfolio.
Separately, disc lose the amount of net interest income and reduction in the provision
recorded during  the period for improvements in the cash flows of the purchase d
performing loans.

6. As a related matter, you disclosed on page 40 of Exhibit 2 that the adjusted provision for
credit losses (PCL) excludes provisions related to the Marshall & Ilsley Corporation
(M&I) purchased performing loan portfolio, and included in the adjusted PCL in 2012
was a recovery of $509  million related to the M&I purchased credit impaired loan
portfolio.  Please tell us why you include the recoveries related to the M&I acquired loans
portfolio in your adjusted PCL, but do not include the provisions.  In future filings,
consider revising your adjusted PCL calculation to be consistent in amounts inc luded or
excluded related to the M&I acquired loan portfolio.

You may contact Lindsay McCord  at (202) 551 -3417  or Staci Shannon  at (202) 551 -3374
if you have any questions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

July 30, 2013

Via E -mail
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 -3
Filed July 3, 2013
  File No. 333 -189814

Dear Ms. Hennessy:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide 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.  If you do not believe our comments 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please note that it is not appropriate to qualify the disclosure in your filing by reference to
statutes, regulations, or other sources.  Please revise your disclosure to eliminate such
qualifications and indicate that all material information is contained  in the prospectus
supplement and related exhibits.

2. We note that BMO Covered Bond Guarantor Limited Partnership, as co -registrant, has
not also filed this registration statement with its own CIK number.  Please revise with
your next amended filing.

3. We note that you reference, but did not include, a form of Prospectus Supplement in your
Form F -3.  Please be aware that we need to review the form of Prospectus Supplement in
order to complete a review of the Prospectus, as well as confirm compliance with
Regulation AB disclosure requirements.  Please amend your filing accordingly.  Refer to

Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 2

 Item 1103(a) of Regulation AB for a list of items that should be included in a prospectus
summary.

4. Please ensure that you have provided all of the information required  under Items 1105(b)
and 1111 (including paragraphs (b) and (c)) of Regulation AB.  It appears you are
missing disclosure relating to, without limitation, delinquencies, obligor credit quality
and material pool characteristics.  Please revise accordingly o r advise.

5. Please ensure that you have provided all of the information required under Item 1104(e)
of Regulation AB.  It appears you are missing disclosure required by Exchange Act Rule
15Ga -1(a).  Please revise accordingly or advise.

Forward -Looking Stat ements, page 3

6. Please revise this section to clearly state that the “safe harbor” provisions will not apply
to statements made by the Guarantor.

Summary, page 7

7. We note your use of acronyms here and throughout the prospectus.  Please define
acronyms upon first use.

Program Structure Diagram, page 10

8. Please revise your program structure diagram to indicate who will receive and who will
pay the interest (if any) on the covered bonds once they have been issued and sold.

Summary of the Covered Bond Pro gram, page 11

9. We note your reference at the top of page 13 to “Condition 5” and similar references
throughout the prospectus.  Please clarify that these “Conditions” are part of the Terms
and Conditions of the Covered Bonds, as listed on page 58.

Taxatio n, page 15

10. Please provide a cross -reference, where appropriate, to your discussion of who qualifies
as a “specified shareholder” on page 211.

Status of the Covered Bonds, page 16

11. Please revise your disclosure here and on page 54 to clarify the “certain limited
circumstances” in which the covered bonds would not constitute deposits.

Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 3

 Risk Factors, page 20

12. We note that certain of your risk factor subcaptions do not adequately describe the risk
discussed, as required by Item 503(c) of Regulation S -K.  Please revise the following
subcaptions to provide a clear statement of the risk presented:

 Bankruptcy or I nsolvency Risk (page 28);
 Risks particular to ReadiLine Loans (page 33);
 Changes of law (page 38);
 Exchange rate risks and exchange controls (page 40);
 Interest rate risks (page 41);
 Canadian usury laws (page 43); and
 Interest of Dealers (page 44).

13. Please revise your risk factor disclosure where appropriate to discuss risks related to the
following:

 The Bond Trustee not being obligated to serve an Issuer Acceleration Notice on
the Bank or Guarantor Acceleration Notice on the Guarantor;
 The Bond Tru stee not being required to seek enforcement of the provisions of the
Trust Deed and the covered bonds; and
 Reliance on the Bank as the swap provider, including any related conflicts, if
applicable.

Risks relating to the covered bonds generally, page 20

The Guarantor may not be able to sell Loans prior to maturity . . . , page 25

14. Please revise to explain when the sale of Selected Loans will be subject to the prior
written approval of the Bond Trustee or will require the Bond Trustee to release the
Loans and their Related Security.  We note your disclosure on page 146.

Reliance on certain transaction parties, page 26

The Guarantor and the covered bondholders place significant reliance . . . , page 26

15. We note your reference here and elsewhere to m inimum credit ratings required to be
maintained by the Bank.  Please revise to clarify these minimum credit ratings.

Limitations on recourse to the Seller …, page 34

16. We note your disclosure that the Guarantor will be entitled to require the Seller to
repurchase the Loan and Related Security.  Please revise to discuss why the Guarantor

Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 4

 might not require the Seller to repurchase the Loan and Related Security and any
associated risks.

Interest obligations may be greater than the monthly installment…, page  37

17. At the end of this discussion please clarify the risk that increased interest obligations pose
to covered bond investors specifically.

Issuance of covered bonds i n book -entry form… , page 40

18. Please expand your disclosure to identify some of the types of investors that may not be
able to hold securities in book -entry form and to explain the impact of book -entry
issuance on pledging.

Description of the Covered Bonds, page 54

General, page 54

19. We note your disclosure that you may issue covered bon ds in amounts that exceed the
total amount specified on the cover of the prospectus supplement at any time without the
consent of the holders of covered bonds and without notifying them.  Please tell us
whether you would amend your prospectus supplement or  file a new prospectus
supplement.

Pre-Maturity Liquidity, page 56

20. Please describe the “certain actions” that the Guarantor is required to undertake upon the
failure or breach of the Pre -Maturity Test.

Valuation Calculation, page 57

21. Please revise your  disclosure to state how often the Guarantor is required to perform the
Valuation Calculation.

Terms and Conditions, page 57

Condition 7 (Taxation), page 59

22. Please provide a brief summary of the “certain conditions” in which the Bank will not
pay additional amounts sufficient so that the holder will receive the same net amount that
would have been received absent the tax or other duty, assessment or charge.

Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 5

 Condition 14 (Meetings of Covered Bondholders…), page 60

23. Please provide a brief summary of the “certain modifications” that the Bond Trustee, the
Guarantor and the Bank may agree to without the consent of h olders of covered bonds of
any series.

Terms and  Conditions of the Covered Bonds, page 61

4.1 Interest on Fixed Rate Covered Bonds, page 66

24. We note that the term “Broken Amount” will be defined in the applicable prospectus
supplement; however, please revise your disclosure on pages 66 and 226 to gener ally
describe the term.

Summary of the Principal Documents, page 106

25. We note your use of defined terms in this section to refer to various participants in the
covered bond program, such as the Cash Manager, Account Manager, Account Bank,
GDA Provider, I nterest Rate Swap Provider, and Covered Bond Swap Provider.  Please
revise your discussion of each agreement as appropriate to clarify the various roles that
will initially be performed by the Bank.
Prospectus Supplement , page 106

26. We note your statement that “a review by the Bank of randomly selected Loans in the
Portfolio will be described in the prospectus supplement,” which contemplates a review
of the loans.  Please include, in a form of Prospectus Supplement,  a description of t he
asset review process that will be undertaken.  Refer to Securities Act Rule 193 and Item
1111(a)(7) of Regulation AB.

Mortgage Sale Agreement – ReadiLine Accounts, page 118

27. We note your statement that the Bank expects that the Portfolio will from time to time
include ReadiLine loans .  Please include disclosure in the appropriate location of the
percentage of the value of the covered bond portfolio loans that are ReadiLine loans.

Mortgage Sale Agreement – Repurchase of Loans, page 125

28. Since the Guarantor is an affiliate of the Bank, please include a discussion of the conflicts
associated with the repurchase provisions given that the Seller, which may be the Bank or
another a ffiliate of the Bank, is the obligated party to repurchase.

Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 6

 Mortgage Sale Agreement – Defaulted Loans, page 126

29. Since the Cash Manager is the Bank, please include a discussion of the conflicts
associated with the identification of Defaulted  Loans in the Portfolio given that the Seller,
which may be the Bank or another affiliate of the Bank, is the obligated party to
repurchase.

Covered Bond Swap Agreement, page 153

30. Please revise to describe the “other risks” against which this agreement pr ovides a hedge.

Standby Bank Account Agreement, page 158

31. Please revise this section to name the Standby Account Bank and Standby GDA Provider.
Also, please reconcile your use of the terms “Stand -by” GDA Provider and the “Standby”
GDA Provider.

Guaranteed Deposit Account Contract, page 160

32. Please revise this section and the following section to clarify the interest rates applicable
to your guaranteed deposit account and stand -by guaranteed deposit account.

Portfolio, page 181

33. Please include  a discussion of the process and criteria for selecting loans for sale to the
Guarantor for inclusion in the Portfolio, and for selecting Randomly Selected Loans and
Selected Loans for sale by the Guarantor.  Refer to Item 1111(a)(4) of Regulation AB.

Characteristics of the Loans, page 1 81

34. We note your statement that mortgage loans originated by the Bank are secured by a first
mortgage on the related residential property and are full recourse against the borrowers,
subject to exceptions in Alberta and Sas katchewan.  Please include disclosure of the
percentage of the value of the covered bond portfolio loans that are related to residential
properties in Alberta and Saskatchewan.

35. We note your statement that the Bank may make more than one mortgage loan and
provide home equity lines of credit to a borrower  under a single loan agreement, in which
case such loan and home equity line of credit will be subject to cross -default.  Please
include disclosure of the percentage of the value of the covered bond portfoli o loans that
are subject to cross -default provisions.

Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 7

 Loan Origination and Lending Criteria – Credit Adjudication , page 1 85

36. We note your disclosure that  any consumer credit decision that is not an ALD -generated
approval, and all mortgage specialist loans, are adjudicated by the Bank’s Credit
Department.   Please revise, where appropriate, to comply with Item 1111(a)(8).

Description of the Canadian Regist ered Covered Bond…, page 190

37. Please revise  your disclosure to define the capitalized term “Registry,” as used on pages
190 and 192.

38. We note your statement that the Guarantor may hold substitute assets that may consist of
securities  and repos of securities .  Note that if you contemplate including securities in the
portfolio, consideration must be given to whether the registration of those securities
would be required under the Securities  Act of 1933 .  Please confirm that you will fil e a
new registration statement if the portfolio includes securities that would require
registration due to their inclusion in the covered bond portfolio.

Glossary, page 223

39. Please  eliminate references in this section to exhibits or outside sources such  as “as set
out in Schedule 1 to the Trust Deed,” or “each as defined in each of the Swap
Agreements.”

Item 9. Exhibits, page II -3

40. Please  file the exhibits with your next amendment.

We urge all persons who are responsible for the accuracy and adequac y of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written st atement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 8

  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 and 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 reques ts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Ramin Olson at (202) 551 -3331  or Laura Crotty at (202) 551 -3563  with
any questions you may have.

Sincerely,

        /s/ Laura Crotty for

Suzanne Hayes
Assistant Director

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

CORRESP
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CORRESP

 100 King Street West, 24th Floor,

Toronto, ON M5X 1A1

May 21, 2013

 VIA EDGAR

 Lindsay McCord

 Division of Corporation Finance

 Securities and Exchange Commission,

100 F Street, NE

 Washington, DC 20549

Re:
Bank of Montreal

File
No. 001-13354

Dear Ms. McCord:

 I am
writing to document our request for an extension of the deadline to respond to the May 16, 2013 letter of Stephanie J. Ciboroski to Thomas E. Flynn.

 I confirm that you have agreed to extend the deadline to respond until Friday, June 21, 2013. I appreciate your consideration for our request.

Yours very truly,

 /s/ Thomas E. Flynn

 Thomas E. Flynn

 Chief Financial
Officer

May 16, 2013

Via E -mail
Thomas E. Flynn
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, 201 2
Filed December 4, 201 2
 File No. 001 -13354

Dear Mr. Flynn:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our  comments 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 filing and the information you provide in
response to these comments, we may have a dditional comments.

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

Thomas E. Flynn
Bank of Montreal
 May 16, 2013
 Page 2

 changes in the Canadian and U.S. mortgage rules during 2012 and the impact these rules
had on your underwriting process.

Critical Accounting Estimates, page 70

Goodwill and Int angible 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 c osts 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.
 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 inclusio n of this assumption
increases or decreases your value in the discounted cash flow model.

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.

Collateral Management, page 81

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 o ngoing
basis , collateral is subject to regular valuation as prescribed in your governing policies
and standards.   We further note from 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 amounts
legally required to be paid to the borrower in your impairment analysis for individually
identified impaired loans.  Considering the value of the under lying collateral is a factor in
your impairment analysis , and you have policies and procedures in place to value it on a

Thomas E. Flynn
Bank of Montreal
 May 16, 2013
 Page 3

 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 appraisals, drive -by appraisals o r automated valuation models
(AVMs) ).  If the type of appraisal differs by loan product or value, discuss those
differences .
 If AVMs or something similar is used to support property values, address the controls
and processes you have in place to validate t he valuations provided by the AVM.
 Tell us whether your valuation policies and procedures have changed during the
periods presented  and if so, disclose any significant changes.

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
confir m that you will revise your future filings to provide a discussion similar to the
response letter on how the expected loss calculation in your model is adjusted to an
incurred loss amount as required by IAS 39 , and provide us with proposed disclosure to
that effect .

Purchased Loans, page 133

6. We note your accounting policy for purchased performing loans and that $580 million of
your total credit mark for performing loans will not be amortized and will be recognized
in either net interest income or collecti ve provisions for credit losses as loans are repaid
or changes in credit quality occur.  Please  address the following:

 Tell us what the unamortized credit mark represents, and clarify whether the $580
million is an incurred credit mark.
 Clarify why this portion of the credit mark will not be amortized, and whether the
entire $580 million will ultimately be recognized regardless of the changes in
estimates for these loans.

Thomas E. Flynn
Bank of Montreal
 May 16, 2013
 Page 4

  Discuss the factors that you consider in determining whether to recognize this credit
mark in either net interest income or collective provisions.
 To the extent that this portion of the credit mark does represent an incurred credit
mark, tell us why you treat the revolving loans differently and amortize both the
incurred and future credit marks into net interest income for those loans.
 Finally, tell us the IFRS guidance you relied upon to account for  both the future and
incurred credit marks on purchased performing loans .

7. As a related matter, please tell us whether a portion of your purc hased performing loans,
including your loans with revolving terms, include an incurred credit mark at acquisition,
and if so, provide us with the IFRS guidance that you relied upon for the classification of
such loans as purchased performing.

8. You state t hat the remaining unamortized credit mark related to the purchased credit
impaired loans is recorded in the provision for credit losses during the period in which
the loan is repaid and the decrease  in this remaining credit mark from October 31, 2011
to Oc tober 31, 2012 was $764 million.  Please address the following:

 Tell us w hether the cash flows used to calculate the effective interest rate for your
purchased credit impaired loans include only  the incurred credit mark on this
portfolio  or both incurred and future credit marks .
 Tell us what the remaining unamortized credit mark represents in your purchased
credit impaired loan portfolio.
 Discuss whether you recognize this credit mark upon repayment to the extent that it
represents a change in expected cas h flows.   If it represents a recovery in expected
cash flows, tell us why you record this amount in the provision for credit losses as
opposed to net interest income.
 Reference the IFRS guidance that you relied upon for your accounting treatment of
the u namortized credit mark on purchased credit impaired loans.

9. Please provide us with a representative example of a purchased performing loan and a
purchased credit impaired loan so that we can better understand your accounting
treatment.  Include a discussion of your initial measurement and subsequent measurement
for both increases and decreases in expected cash flows for each of these loan types.   To
the extent that you bifurcate  the incurred and future credit marks for any of these
portfolios under IFRS, tell us the factors you consider and provide us with the general
size of the incurred and future credit marks for purchased performing and purchased
credit impaired loans.

Thomas E. Flynn
Bank of Montreal
 May 16, 2013
 Page 5

 10. Tell us whether you identified any differences between Canadian GAAP and IFRS
related to (i) purchased credit impaired loans and (ii) purchased performing loans.  If so,
please identify those differences, quantify the related effects, and explain where they
have been reflected in the reconciliation included within Note 30.

Note 30:  Transition to International Financial Reporting Standards, page 177

Explanation of Differences, page 179

11. You state under “(g) Loan Impairment” on page 180 that the measurement o f amount to
be written off under IFRS is different than Canadian GAAP as IFRS requires you to
include an estimate of future recoveries in your determination of the recoverable amount.
Please tell us whether the estimate of future recoveries is included in  your loan
impairment measurement or if it is a separate estimate calculated only at write -off.  Also,
provide us with the IFRS guidance you reference here that resulted in a change  from
Canadian GAAP for loan impairment.

We urge all persons who are respo nsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in poss ession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the co mpany 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 m ay 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.

You may contact Lindsay McCord  at (202) 551 -3417  or Staci Shannon  at (202) 551 -3374
if you have any questions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

November 30, 2012

Via E -mail
Thomas E. Flynn
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, 2011
Filed December 6, 2011
 Form 6 -K
Filed August 28, 2012
File No. 001 -13354

Dear Mr. Thomas E. Flynn:

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any pers on under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 an d all applicable rules require.

Sincerely,

 /s/ Kevin W. Vaughn for

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

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CORRESP

 100 King Street West, 18th Floor,

Toronto, ON M5X 1A1

November 29, 2012

 Via EDGAR

Kevin W. Vaughn

 Accounting Branch
Chief

 Securities and Exchange Commission

 Washington, D.C.

 20549

Re:
Bank of Montreal

Form 40-F for the Fiscal Year Ended October 31, 2011

Filed December 6, 2011

Form 6-K

Filed August 28, 2012

File No. 001-13354

 Dear
Mr. Vaughn:

 I am writing to supplement the Bank of Montreal’s response dated October 16, 2012 specifically to expand our
response on your questions, set out below in bold, related to the Allowance for Credit Losses and the Operating and Geographic Segmentation.

We note your definition of unexpected loss (UL) on page 83 and that you use it both to assess the extent and correlation of risks before authorizing
new exposures and as part of your allowance for credit losses model. Please revise your future filings to address in greater detail how you use the “unexpected loss” measure and how your use of an expected loss methodology in managing your
segments interrelates with your consideration of unexpected loss. Discuss how your unexpected loss measures have changed over time, and clearly identify the factors that affect this measure in general as well as specifically during the periods
presented.

 As we noted in our initial letter, up to and including the year ended October 31, 2011 we considered unexpected loss in
the determination of our general allowance. The Bank’s general allowance was determined by grouping assets into pools based on similar characteristics (e.g. risk rating, industry, and type of loan) and applying expected losses in basis points,
where the loss factors for each pool were determined based on a minimum of five years of historical data and a one year loss emergence period. As the portfolio quality and risk ratings change through the cycle, this would be reflected in changes in
the overall expected losses as a consequence of loans migrating into categories with higher/lower expected losses. Management judgement was then applied based on a review of factors including current portfolio quality, economic and market conditions
and credit trends to reflect the most current view of loss that exists in the portfolio at the reporting period end. When exercising management judgment, consideration was given to upper and lower guidelines with the lower allowance guideline based
on expected loss and the upper guideline based on the greater of a multiple of expected loss and the sum of expected and unexpected loss. The upper guideline was generally based on the multiple of expected loss as it was typically greater than the
sum of expected loss and unexpected loss.

 In anticipation of the adoption of IFRS, we took the opportunity to complete a review of our
general allowance (collective allowance under IFRS) methodology, including a review of industry practice. Our approach to the collective allowance was enhanced and the use of unexpected loss in determining the upper guideline was eliminated as it
was rarely a factor in the actual determination of the collective allowance, as mentioned above, and it was not consistent with peer practice. The additional refinements made to the methodology under IFRS were primarily to calculate expected losses
from risk parameters on a more granular basis and to adjust the loss emergence period for the credit card portfolio to seven months.

 The updated approach was run in parallel for 2011, consistent with IFRS requirements and formally
implemented for 2012. Since the collective allowance as determined under the refined methodology was consistent with that under the previous methodology, no adjustment was made on transition to IFRS in this respect. We note that the disclosed impact
to the collective allowance of $86 million from adopting IFRS was a result of the consolidation of assets that were previously off-balance sheet.

 We will include enhanced disclosure on the reason for the change in the collective allowance on the adoption of IFRS in our 2012 40-F filing. We included a description of the collective allowance
methodology under IFRS in our notes to the consolidated interim financial statements for the quarter ended January 31, 2012 and we will also include similar disclosure in the consolidated financial statements for the year ended October 31,
2012 included in our 40-F.

 The Management’s Discussion and Analysis in our 2012 40-F filings will also include a discussion of the key
factors that resulted in a change to the amount of our collective allowance during the year.

 We note your disclosure on page 168 that the
provisions for credit losses are allocated to each segment based on applying the expected loss methodology to the loans in that segment. You disclose that amounts reported in the Corporate Services segment address the difference between the expected
loss methodology and the incurred loss methodology, the latter of which is used for your consolidated reporting. You also disclose that during Fiscal 2011 you transferred $1 billion of impaired real estate secured loans from the P&C U.S. segment
to Corporate Services and that prior periods were restated to reflect this transfer. However, the provisions for credit losses for the P&C U.S. and the Corporate Services segments for fiscal 2010 and 2009 were unchanged from the presentation in
your 2010 Form 40-F.

•

 Tell us if the impaired loans transferred to the Corporate Services segment during Fiscal 2011 had provisions recorded during the prior
periods presented and if so, why the provision amounts in the P&C U.S. and Corporate Services segments were not restated for Fiscal 2010 and 2009 as your sentence on page 168 seems to imply. To the extent the Corporate Services segment continues
to hold loans, revise your MD&A segment discussions in your future filings to separately quantify the ending and average loan balance held and to separately quantify any provisions for credit losses on the loans in this portfolio to allow the
reader to differentiate such amounts from any negative adjustment for the difference between expected losses and incurred losses on the other loan portfolios.

 As we noted in our initial letter, we transferred impaired loan balances from P&C U.S. to Corporate Services in our third quarter of 2011 and we restated the segments’ balance sheet and income
statement for prior periods. The provision for credit losses allocated to the P&C U.S. segment using our expected loss methodology was not restated. For purposes of segment reporting, we allocate expected losses to the segment and record the
difference between expected losses and actual losses in Corporate Services.

 When loans became impaired, expected loss was no longer allocated
to the portfolio and charged to P&C U.S. Therefore there was no restatement of the segment provision for credit losses required when the loans were transferred. While we acknowledge that the loans would have become impaired over time, and
expected loss would have been charged while the loans were performing, the total expected loss related to this portfolio was not material in any year and therefore we concluded that restatement of the segment provision for credit loss was not
required.

 Page | 2

 We acknowledge 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.

 Sincerely,

 /s/ “Thomas Flynn”

 Thomas Flynn

Executive Vice President and Chief Financial Officer

cc:
Bank of Montreal, Audit and Conduct Review Committee

KPMG, LLP

 Page | 3

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100 King Street West, 18th Floor,
 Toronto, ON M5X
1A1

 October 16, 2012

 Via
EDGAR

 Kevin W. Vaughn

 Accounting
Branch Chief

 Securities and Exchange Commission

 Washington, D.C.

 20549

Re:
Bank of Montreal

 Form 40-F for the Fiscal
Year Ended October 31, 2011

 Filed December 6, 2011

Form 6-K

 Filed
August 28, 2012

 File No. 001-13354

 Dear Mr. Vaughn:

 I am writing to respond to your letter of September 25, 2012. I set out below your
comments in bold type and Bank of Montreal’s response thereafter.

 Form 40-F for Fiscal Year Ended October 31, 2011

Exhibit 2 – Management’s Discussion and Analysis

 Allowance for Credit Losses, page 84

1.
We note your definition of unexpected loss (UL) on page 83 and that you use it both to assess the extent and correlation of risks before authorizing new exposures and as part
of your allowance for credit losses model. Please revise your future filings to address in greater detail how you use the “unexpected loss” measure and how your use of an expected loss methodology in managing your segments interrelates
with your consideration of unexpected loss. Discuss how your unexpected loss measures have changed over time, and clearly identify the factors that affect this measure in general as well as specifically during the periods presented.

 The use of unexpected loss models to assess the extent and correlation of risk before authorizing new exposures refers
to our use of economic capital. Our economic capital models provides a forward-looking estimate of the difference in our maximum potential loss in economic (or market) value and our expected loss, measured over a specified time interval and using a
defined confidence level.

 We will elaborate on this in future filings and address how unexpected loss measures have changed over time.

 Effective Q1, 2012 we have updated our approach to determining the collective allowance (formerly the “general allowance”)
and it no longer explicitly incorporates the use of unexpected loss. Accordingly, our future filings will include an updated overview of the collective allowance methodology.

 Table 3: Returns on Equity and Assets, page 101

2.
We note you present return on equity and return on assets in this table. Please revise your future filings to also present the average equity to average total assets ratio in
this table.

 We will include the average equity to average total assets ratio in our future filings.

Table 5: Liquid Assets, page 101

3.
We note your disclosure on page 89 that liquid assets include unencumbered, high-quality assets that are marketable, can be pledged as security for borrowings, and can be
converted to cash in a time frame that meets your liquidity and funding requirements. We also note your liquid assets disclosure here in Table 5. Please revise your future filings to disclose the following:

•

 Disaggregate your Securities line to disclose the balance by type of securities included, and if intra-period balances vary significantly, please disclose the
weighted average balance as well.

 We will provide disclosure in our future filings to align the balances by
security type to our disclosure in Note 3 of our annual consolidated financial statements. Intra-period balances do not vary significantly, however we will monitor the balances and add disclosure if appropriate.

•

 Clarify whether the Liquid Assets presented in Table 5 represent your “supplemental liquidity pools” as referenced on page 89 that are maintained
for contingent liquidity risk management purposes, and if not, how those pools relate to the assets presented in Table 5.

 Table 5 does include our supplemental liquidity pools and other assets that are considered liquid assets. We will provide disclosure in our future filings to clarify that they are included.

•

 Please revise your discussions of the supplemental liquidity pools to more clearly describe whether you maintain the supplemental liquidity pool at either the
parent company level, or a lower level such as individual subsidiary, country, or business unit level. Consider providing further granular data about these different liquidity pools. Briefly discuss how you manage the supplemental liquidity pool
levels between these levels as well as any regulatory requirements for minimum amounts at various levels.

 The
supplemental liquidity pools are held at the parent company level, Bank of Montreal and BMO Harris Bank. We will provide disclosure in our future filings to clarify where supplemental liquidity pools are held, provide more granular data and discuss
how we manage the supplemental liquidity pools including minimum regulatory requirements.

•

 You disclose that the definition of your Net Liquidity Position is based on a stressed scenario. In future filings, please consider disclosing the inputs and
assumptions considered in such a scenario as well as to qualitatively discuss the outputs of such testing.

 We
will provide disclosure in our future filings to enhance the disclosure around our stress testing.

Page

2

 Table 9: Average Assets, Liabilities and Interest Rates, page 104

4.
We note you present your deposits by customer and currency, but group all other interest bearing liabilities together including your subordinated debt, securities sold but not
yet purchased, and securities lent or sold under repurchase agreements. We also note that your securities sold but not yet purchased and securities lent or sold under repurchase agreements have accounted for a significant portion of your other
liabilities in the past two years. Please revise your future filings to disaggregate these line items in this table. Also, revise your future filings to disclose the maximum amount of borrowings at any month-end during the last three fiscal years
for securities lent or sold under repurchase agreements.

 We will provide disclosure in our future filings to disaggregate securities sold but not yet purchased and securities lent or sold under repurchase agreements. We will also disclose the maximum amount of borrowings
at any month end for the last three fiscal years for securities lent or sold under repurchase agreements.

 Table 11: Net Loans and Acceptances
– Segmented Information, page 106

5.
We note that the data for the ratios “gross impaired loans and acceptances as a % of equity and allowance for credit losses” with and without purchased portfolios by
geographic location was unavailable by country. Please revise your future filings to explain why this information is unavailable by country, and consider presenting the ratios based on the consolidated level elsewhere in your filing such as Table
15.

 We allocate ‘Total Equity’ to our businesses based on a management view by line of business, rather
than geography, therefore this component of the ratio noted in Table 12 is not available. We believe that equity allocation consistent with the management of the business is appropriate. We will simplify our disclosure by moving this ratio to the
overall enterprise table on Impaired Loans (Table 15).

 Exhibit 3 – Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Note 4: Loans, Customers’ Liability Under Acceptances and Allowance for Credit Losses, page 126

6.
We note your impaired loans policy that loans guaranteed by the Government of Canada are not impaired until one year past due. We also note your policy for write-offs of
credit card, consumer installment, other personal, and some small business loans. In an effort to provide consistent and significant policy disclosures, please revise your future filings to include your write-off policy for residential mortgages as
well as corporate and commercial loans. Revise your disclosure on page 131 to disclose the percentage of loans past due 90 days or more but not impaired that were guaranteed by the Government of Canada.

We will enhance our disclosure in future filings to note the write-off policy for residential mortgages and corporate and commercial loans.

Page

3

 In future filings we will disclose the percentage of loans past due 90 days or more but not impaired
that were guaranteed by the Government of Canada in the 2012 version of the Loans Past Due Not Impaired table (on page 131 of our 2011 Annual Report)

Note 26: Operating and Geographic Segmentation, page 167

7.
We note your disclosure on page 168 that the provisions for credit losses are allocated to each segment based on applying the expected loss methodology to the loans in that
segment. You disclose that amounts reported in the Corporate Services segment address the difference between the expected loss methodology and the incurred loss methodology, the latter of which is used for your consolidated reporting. You also
disclose that during Fiscal 2011 you transferred $1 billion of impaired real estate secured loans from the P&C U.S. segment to Corporate Services and that prior periods were restated to reflect this transfer. However, the provisions for credit
losses for the P&C U.S. and the Corporate Services segments for fiscal 2010 and 2009 were unchanged from the presentation in your 2010 Form 40-F.

 Please address the following:

•

 Tell us and revise the segment footnotes and segment discussions of your MD&A in your future filings to more clearly explain why the provisions for credit
losses were positive for your Corporate Services segment for Fiscal 2010 and 2009.

 As noted, credit losses
charged to the operating groups are on an Expected Loss Basis. The expected loss methodology used in our segment results incorporates a through the cycle view of credit losses on portfolios versus actual losses that occurred in the period on a
defaulted loan. During economic downturns the provision for credit losses on an Actual Loss Basis may be higher than provision for credit losses on an Expected Loss Basis (and the opposite can occur during strong economic times). In both Fiscal 2009
and 2010, the total Bank specific provision for credit losses on an Actual Loss Basis exceeded total provision for credit losses on an Expected Loss Basis. This resulted in an additional provision for credit losses reported in Corporate Services to
reconcile to total Bank on an Actual Loss Basis.

 We will provide disclosure in our future filings to more clearly explain the
provision for credit losses in Corporate Services.

•

 Provide us with a table that quantifies the total adjustment recorded in Corporate Services to the provision for each of the last three fiscal years under
Canadian GAAP as well as for each the comparative nine month periods ended July 31, 2012 and 2011 under IFRS that reduces the total provision from an expected loss model to the amount recorded under Canadian GAAP or IFRS, respectively.
Reconcile this adjustment to total provision for credit losses allocated to the Corporate Services segment for each period, and explain any differences.

Page

4

Canadian GAAP

(C$ millions)

2011

2010

2009

 Reported Actual Provision for Credit Losses
(PCL)

857

1,049

1,603

 Expected Loss Provision Allocated to Operating
Groups

 P&C Canada

547

502

387

 P&C US

202

124

92

 Private Client Group (PCG)

9

7

5

 Capital Markets (CM)

120

264

146

 Total Expected Loss (EL)
Provision

878

897

630

 Actual provision for credit losses (less
than)/greater than EL

(21
)

152

973

 Adjustment booked to Corporate
Services

(21
)

152

973

Difference

0

0

0

Page

5

IFRS

 (C$ millions)

YTD Q3
2012

YTD Q3
2011

 Reported Actual Provision for Credit Losses

573

850

 Expected Loss Provision allocated to Operating Groups

 P&C Canada

422

409

 P&C US

254

123

 PCG

11

7

 CM

73

89

 Total Expected Loss (EL) Provision

760

628

 Actual provision for credit losses (less than)/greater than EL

(187
)

222

 Adjustment booked to Corporate Services

(187
)

222

 Difference

0

0

•

 Tell us and revise your future filings to discuss why the provision allocated to Corporate Services represented 15% and 61% of the total provision in Fiscal
2010 and 2009 if the Corporate Services segment provision only includes the difference in the expected loss and GAAP models as indicated in your disclosures.

As noted above, the years in question were in an economic downturn and actual provisions were higher than expected losses particularly in 2009;
the difference was large enough to account for a significant portion of the banks total provision. We will provide disclosure in future filings on the reasons for changes in the amount of provision for credit losses reported in Corporate Services.

•

 Tell us if the impaired loans transferred to the Corporate Services segment during Fiscal 2011 had provisions recorded during the prior periods presented and
if so, why the provision amounts in the P&C U.S. and Corporate Services segments were not restated for Fiscal 2010 and 2009 as your sentence on page 168 seems to imply. To the extent the Corporate Services segment continues to hold loans, revise
your MD&A segment discussions in your future filings to separately quantify the ending and average loan balance held and to separately quantify any provisions for credit losses on the loans in this portfolio to allow the reader to differentiate
such amounts from any negative adjustment for the difference between expected losses and incurred losses on the other loan portfolios.

Page

6

 Impaired loan balances were transferred from P&C US to Corporate Services and we restated the
prior period balance sheet and income statement. We did not allocate expected credit losses on the impaired loan portfolio either before or after it was transferred. Therefore when the impaired loans were transferred from P&C US to Corporate
Services no restatement of the provision for credit losses for prior periods for the portion of this portfolio that was impaired was required.

 We will revise our disclosure to provide loan balances in Corporate Services going forward and the related provision for credit losses.

8.
Since you use the expected loss methodology for segment management purposes, revise your MD&A in your future filings to provide the reader with sufficient information to
understand the respective credit trends you are experiencing and allocating to each segment for segment management purposes.

•

 Revise the credit quality sections of your document to more clearly address your use of the expected loss methodology for management purposes. Differentiate
this methodology from the incurred loss methodology used for your consolidated reporting both at the conceptual level as well as the quantified level in terms of your provisions for credit losses and allowance for loan losses. More clearly explain
how you use the expected loss data for segment management purposes.

 We will provide disclosure in our future
filings to ensure that the provision for credit losses on an Expected Loss Basis is clearly distinguished from the provision for credit losses on an Actual Loss Basis. We employ an expected loss methodology for management reporting purposes and this
is presented in our operating and geographic segment disclosures. The expected loss methodology allocates expected losses to the segment for management purposes with the difference between expected credit losses and actual credit losses reported in
Corporate Services. For purposes of managing the business, we believe that allocating the expected losses to the business at the time the loan is originated provides a clear picture of the total profitability of the loan and leads to better decision
making.

•

 Revise the MD&A of your future annual and interim filings to address the segment provision amounts in greater detail.

We will provide disclosure in our future filings to enhance our segment provision disclosure.

•

 For each segment clearly address the credit trends experienced and expected that are captured in your segment results, and highlight any c

CORRESP
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100 King Street West, 18th Floor,

Toronto, ON M5X 1A1

 October 4, 2012

 VIA EDGAR

 Lindsay McCord

 Division of Corporation Finance

 Securities and Exchange Commission,

100 F Street, NE

 Washington, DC 20549

Re:

 Bank of Montreal

 File No. 001-13354

 Dear Ms. McCord:

 I am writing to document our request for an extension of the deadline to respond to the September 25, 2012 letter of Kevin Vaughn to Thomas C. Flynn.

I confirm that you have agreed to extend the deadline to respond until Tuesday, October 16, 2012. I appreciate your consideration
for our request.

 Yours very truly,

/s/ Cally Hunt

 Cally Hunt

Senior Vice President Finance

September 25, 2012

Via E -mail
Thomas E. Flynn
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 , 2011
Filed December 6, 2011
 Form 6-K
Filed August 28, 2012
File No. 001-13354

Dear Mr. Flynn :

We have reviewed your filing s and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your f iling, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in yo ur response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 40 -F for Fiscal Year Ended October 31, 2011

Exhibit 2 – Management’s Discussion and Analysis

Allowance for Credit Losses, page 84

1. We note your definition of unexpected loss (UL) on page 83 and that you use it both to
assess the extent and correlation of risks before authorizing new exposures and as part of
your allowance for credit  losses model.  Please revise your future filings to address in

Thomas E. Flynn
Bank of Montreal
September 25, 2012
Page 2

 greater detail how you use the “unexpected loss” measure and how your use of an
expected loss methodology in managing your segments interrelates with your
consideration of unexpected loss.  Discuss how your unexpected loss measures have
changed over time, and clearly identify the factors that affect this measure in general as
well as specifically during the periods presented.

Table 3:  Returns on Equity and Assets, page 101

2. We note you p resent return on equity and return on assets in this table.  Please revise your
future filings to also present the average equity to average total assets ratio in this table .

Table 5: Liquid Assets, page 101

3. We note your disclosure on page 89 that li quid assets include  unencumbered, high -
quality assets that are marketable, can be pledged as security  for borrowings, and can be
converted  to cash in a time frame that meets your liquidity and funding requirements.
We also note your liquid assets disclosu re here in Table 5.  Please revise your future
filings to disclose the following:

 Disaggregate your Securities line to disclose the balance by type of securities
included , and if intra -period balances vary significantly, please  disclose the weighted
average balance  as well .

 Clarify whether the Liquid Assets presented in Table 5  represent your “supplemental
liquidity pools” as referenced on page 89 that are maintained for contingent liquidity
risk management purposes , and if not, how those pools rel ate to the assets presented
in Table 5 .

 Please revise your discussions of the supplemental liquidity pools to more clearly
describe  whether you maintain the supplemental liquidity pool at either the parent
company level, or a lower level such as individua l subsidiary, country, or business
unit level.  Consider providing further granular data about these different liquidity
pools.  Briefly discuss how you manage the supplemental liquidity pool levels
between these levels as well as any regulatory requiremen ts for minimum amounts at
various levels.

 You disclose that the definition of your Net Liquidity Position is bas ed on a stressed
scenario.  In future filings, please cons ider disclosing the inputs and assumptions
considered in such a scenario as w ell as to qualitatively discuss  the outputs of suc h
testing.

Thomas E. Flynn
Bank of Montreal
September 25, 2012
Page 3

 Table 9:  Average Assets, Li abilities and Interest Rates, page 104

4. We note you present your deposits by customer and currency, but group all other interest
bearing liabilities together including your subordinated debt,  securities sold but not yet
purchased , and securities lent or so ld under repurchase agreements.  We also note that
your securities sold but not yet purchased and securities lent or sold under repurchase
agreements have accounted for a significant portion of your other liabilities in the past
two years.  Please revise  your future filings to disaggregate these line items in this table.
Also, revise your future filings to disclose the maximum amount of borrowings at any
month -end during the last three fiscal years for securities lent or sold under repurchase
agreements.

Table 11: Net Loans and Acceptances – Segmented Information, page 106

5. We note that the data for the ra tios “gross impaired loans and acceptances as a % of
equity and allowance for credit losses” with and without purchased portfolios by
geographic location was unavailable by country.  Please revise your future filings to
explain why this information is unav ailable by country , and consider presenting the ratios
based on the consolidated level elsewhere in your filing such as  Table 15.

Exhibit 3 – Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Note  4:  Loans, Customers’ Liability Under Acceptances and Allowance for Credit Losses, page
126

6. We note your impaired loans policy that loans guaranteed by the Government of Canada
are not impaired until one year past due.  We also note your policy for w rite-offs of credit
card, consumer installment, other personal, and some small business loans.  In an effort to
provide consistent and significant policy disclosures, please revise your future filings to
include your write -off policy for residential mortga ges as well as  corporate and
commercial loans .    Revise your disclosure on page 131 to disclose the percentage of
loans past due 90 days or more but not impaired that were guaranteed by the Government
of Canada.

Note 26:  Operating and Geographic Seg mentation, page 167

7. We note your disclosure on page 168 that the provisions for credit losses are allocated to
each segment based on applying the expected loss methodology to the loans in that
segment.  You disclose that amounts reported in the Corpor ate Services segment address
the difference between the expected loss methodology and the incurred loss

Thomas E. Flynn
Bank of Montreal
September 25, 2012
Page 4

 methodology, the latter of which is used for your consolidated reporting.  You also
disclose that during Fiscal 2011 you transferred $1 billion of impai red real estate secured
loans from the P&C U.S. segment to Corporate Services and that prior periods were
restated to reflect this transfer.  However, the provisions for credit losses for the P&C
U.S. and the Corporate Services segments for fiscal 2010 and 2009 were unchanged from
the presentation in your 2010 Form 40 -F.  Please address the following:

 Tell and revise the segment footnotes and segment discussions of your MD&A in
your future filings to more clearly explain why the provision s for credit losses were
positive for your Corporate Services segment for Fiscal 2010 and 2009.

 Provide us with a table that quantifies the total adjustment recorded in Corporate
Services to the provision for each of the last three fiscal years under Ca nadian GAAP
as well as for each the comparative nine month  period s ended July 31, 2012 and 2011
under IFRS  that reduces the total provision from an expected loss  model to the
amount recorded under  Canadian  GAAP or IFRS , respectively .  Reconcile this
adjustment to total provision for credit losses allocated to the Corporate Services
segment for each period, and explain any differences.

 Tell us and revise  your future filings to discuss why the provision allocated to
Corporate Services represented 15% and 61% of the total provision in Fiscal 2010
and 2009 if the Corporate Services segment provision only includes the difference in
the expected loss and GAAP models as indicated in your disclosures.

 Tell us if the impaired loans transferred to the Corporate Services segment during
Fiscal 2011 had provisions recorded during the prior periods presented and if so, why
the provision amounts in the P&C U.S. and Co rporate Services segments were not
restated for Fiscal 2010 and 2009 as your sentence on page 168 seems to imply.  To
the extent the Corporate Services segment continues to hold loans, revise your
MD&A segment discussions in  your future filings to separate ly quantify the ending
and average loan balance held and to separately quantify any provisions for credit
losses on the loans in this portfolio to allow the reader to differentiate such amounts
from any negative adjustment for the difference between expect ed losses and incurred
losses on the other loan portfolios.

8. Since you use the expected loss methodology for segment management purposes, revise
your MD&A  in your future filings  to provide the reader with sufficient information to
understand the respecti ve credit trends you are experiencing and allocating to each
segment for segment management purposes.

 Revise the credit quality sections of your document to more clearly address your use
of the expected loss methodology for management purposes.  Differe ntiate this
methodology from the incurred loss methodology used for your consolidated
reporting both at the conceptual level as well as the quantified level in terms of your

Thomas E. Flynn
Bank of Montreal
September 25, 2012
Page 5

 provisions for credit losses and allowance for loan losses.  More clearly explain how
you use the expected loss data for segment management purposes.

 Revise the MD&A of your future annual and interim filings to address the segment
provision amounts in greater detail.

 For each segment clearly address the credit trends experienced a nd expected that are
captured in your segment results, and highlight any changes.  Within these sections,
link these discussions to the consolidated credit quality data provided elsewhere to the
extent possible, and if such linkage is not possible, provide  sufficient credit quality
information in that section to support the provisions and allowances recorded for that
segment.

 Within the section of your MD&A that addresses your Corporate Services segment,
clearly provide the reconciliation from expected l oss methodology to incurred loss
methodology separately from any other adjustments or provisions reported in your
provision for credit losses for that segment.  Further, within this section, link this
information to your overall credit quality discussions elsewhere in the document and
highlight the differences in the credit quality expectations captured in your segmented
expected loss methodology but which cannot be captured in your incurred loss model.
To the extent loan portfolios are held within the Cor porate Services segment in future
periods, provide separate discussions within this section of your MD&A to address
the credit quality trends experienced within those portfolios.

Note 29:  Fair Value of Financial Instruments, page 171

9. We note your valu ation technique disclosures here and in the referenced Notes 3 and 10
of your consolidated financial statements.  Please revise your future filings to provide
more robust disclosure of your valuation techniques, including both the types of models
used and the significant inputs to such models, and provide clear disclosures that match
the model and inputs with the disclosed financial instrument fair value.  Also, disclose
how you validate the prices you receive and rely on for your fair value measurements
from broker quotes or independent pricing services.

Form 6 -K Filed on August 28, 2012

Exhibit 99.1 - Third Quarter 2012 Report to Shareholders

Risk Management, page 11

10. We note on page 12 that on an “actual loss basis ” the provision for credit losses for the
P&C U.S. segment declined by 31% from  C$265 million for the nine months ended July
31, 2011  to C$182 million  for the nine months ended July 31, 2012 .  We also note on
page 53 that your provision for credit losses by geographic region decreased  by 64%  for

Thomas E. Flynn
Bank of Montreal
September 25, 2012
Page 6

 the United States portfolios from C$331 million for the nine months ended July 31, 2011
to C$119 million for t he nine months ended July 31, 2012.  How ever, on page 52 your
provision for credit losses on an expected loss basis for the P&C U.S. segment increased
by 106%  from C$123 million to C$254 million  for the same periods.  Please tell us  and
revise your future filings to  address the following:

 Discuss t he reasons for the significant changes in the provisions for credit losses for
your U.S. Segment under each of these methodologies, identifying the credit quality
indicat ors that reflect the trends underlying these results.

 Quantify t he unadjusted provision for credit losses under IFRS for these U.S.
portfolios.

 As part of your response, please pr ovide us with an allowance rollforward under IFRS
for the loan portfolios in your P&C U.S. segment for the nine month periods
presented.

 In an  effort to provide more transparent disclosure  of your credit quality and related
trends, provid e a tabular presentation of credit quality information by geographic
location including gross  loans  and acceptances , gross impaired loans, allowance for
credit losses, and provision for credit losses  in your future interim filings, or tell us
why you believe such information is not meaningful to investors .

11. Revise this section  in your future filings  to clarify  and differentiate  the terminology used
for the multiple credit loss methodologies you refer to in your disclosure.  For instance,
explain how th e methodology used to arrive at the “adjusted provision” differs from
“actual loss basis” as well as from your segment “expected loss provisions”.  Further,
explain why your “actual loss basis” provision appears to require  further adjustments to
reconcile to your IFRS reported provision for credit losses.  Clearly identify what each
methodology you use here is meant to convey to the reader about your credit quality.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of th e disclosure in the filing;

Thomas E. Flynn
Bank of Montreal
September 25, 2012
Page 7

  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 proceed ing initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Lindsay McCord  at (202) 551 -3417  or me at (202) 551 -3494  if you have
any questions.

Sincerely,

 /s/ Kevin W. Vaughn

Kevin W. Vaughn
Accounting Branch Chief

April 8 , 2011

Ms. Colleen Hennessy
Bank of Montreal
111 West Monroe Street
P.O. Box 755 Chicago, Illinois 60690

Re:  Bank of Montreal
Form 40- F for the Fiscal Year Ended October 31, 2010
Filed December 8, 2010
File No. 001 -13354

Dear Ms. Hennessy :

We h ave completed our review of your filings and do not have any further comments at
this time.

Sincerely,

Erin Purnell
Staff Attorney

April 7 , 2011

Ms. Colleen Hennessy
Bank of Montreal
111 West Monroe Street
P.O. Box 755 Chicago, Illinois 60690

Re:  Bank of Montreal
Amendment No. 2 to Registration Statement on  Form F -4
Filed April 6 , 2011
File No. 333 -172012

Dear Ms. Hennessy :

We have reviewed your amended registration statement and your response  letter  dated
April 5 , 2011 an d have the following comments.  In some of our comments, we may ask you to
provide 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 disclosures to be made
in future filings.   If you do not believe our comments 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

1. We note your election to file short -form tax opinions as exhibits to the prospectus.
Therefore, your disclosure in this section is not sufficient to constitute counsel s’ tax
opinions.  We refer to your disclosure on page 66 that it is a condition to completion of the merger that each of BMO and M&I will receive a legal opinion that the merger will qualify as a “reorganization” and that it will not result in gain recognition to holders of M&I common stock.  We note further that certain items discussed in this section of the prospectus assume that the points in your to- be-issued opinions are correct.  It is not
permissible to assume the tax consequence in issue in a legal opinion.  In addition, we Material United States Federal Income Tax Consequences, page 64

Ms. Colleen Hennessy
Bank of  Montreal
April 7 , 2011
Page 2

note that disclaimers of responsibility such as “there can be no assurance” are not
acceptable.  Please revise your disclosure so that the discussion in this section constitutes counsels’ opinion with respect to tax consequences.
2. Revise Exhibit s 8.1 and 8.2 to clearly state in the second paragraph that the discussion in
the Prospectus under “Material United States Federal Income Tax Consequences” is counsel’s opinion.
3. Please revise the first sentence of this section to state that the following summary Material Canadian Federal Income Tax Consequences, page 71
is
4. Revise Exhibit 8.3 to clearly state in the second paragraph that the discussion in the
Prospectus under “Material Canadian Federal Income Tax Consequences” is counsel’s opinion.  the
opinion of counsel.  Please also revise to remove the first sentence in the fourth paragraph of this section.  It is not appropriate.
5. We note your disclosure that the acti vities discussed could have the effect of preventing
or retarding a decline in the market price of BMO common stock.  Please add a discussion in risk factors regarding this disclosure.  BMO Market Activities Involving BMO Common Stock, page 114
Please contact Erin Purnell at (202) 551- 3454 or me at (202) 551- 3434 with any
questions.
      Sincerely,

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

March 29 , 2011

Ms. Colleen Hennessy
Bank of Montreal
111 West Monroe Street
P.O. Box 755 Chicago, Illinois 60690

Re:  Bank of Montreal
Amendment No. 1 to Registration Statement on  Form F -4
Filed March 11, 2011
File No. 333 -172012
Form 40- F for the Fiscal Year Ended October 31, 2010
Filed December 8, 2010
File No. 001 -13354
Marshall & Ilsley Corporation
Form 10- K for the Fiscal Year Ended December 31, 2010
Filed March 1, 2011 File No. 001 -33488

Dear Ms. Hennessy :

We have reviewed the above referenced filings and your response dated March 11, 2011
and have the following comments.  In some of our comments, we may ask you to provide 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 disclosures to be made
in future filings.   If you do not believe our comments apply to your facts and circumstance s or do
not believe an amendment is appropriate, please tell us why in your response .
 After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Ms. Colleen Hennessy
Bank of Montreal
March 29, 2011
Page 2

Bank of Montreal
Amended Registration Statement on Form S -4
General

1. We note that M&I’s 2010 compensation information will be included in an amendment to the Form 10- K for the fiscal year ended December 31, 2010.  Please note that we may
have comments on this disc losure once it has been filed.
Exhibits 8.1, 8.2 and 8.3
2. You are not permitted to file short -form opinions unless the prospectus states clearly that
the discussion in the tax consequences section of the prospectus is counsels’ opinion.  Please revise your disclosure accordingly or please file long- form tax opinions.
Form 40- F for the Fiscal Year Ended October 31, 2010
Exhibit 99.1
General Development of the Business
Three Year History, page 4
3. We note your response to our prior comment 24 and request that you please include a draft of your proposed disclosure to be made in future filings.
Legal Proceedings and Regulatory Actions, page 13
4. We note your response to our prior comment 25 and request that you please include a draft of your pro posed disclosure to be made in future filings.
Marshall & Il sley Corp oration

Form 10- K for the Fiscal Year Ended December 31, 2010

Note 8. Loans and Leases, page 115

5. Please revise future filings to clearly identify and provide a breakdown of the recorded
investment of your loan portfolio segments and classes of financing receivables.

Ms. Colleen Hennessy
Bank of Montreal
March 29, 2011
Page 3

Note 9. Allowance for Loan and Lease Losses, page 116

6. In your collective loan impairment disclos ure you state that historical loss information
may be adjusted for portfolio trends, the effect of loan sales and factors that may be unique to a particular loan or lease type.  Please revise future filings to present additional granularity regarding any adjustments made to historical losses.  Please discuss adjustments made by class or portfolio segment for each period presented and discuss the specific facts and circumstances that is the basis for the adjustments.
7. You also state that the second element of  your collective loan impairment methodology
reflects management’s recognition of the uncertainty and imprecision underlying the process of estimating losses and that reserve ranges may be allocated to industry segments due to environmental conditions unique to the measurement period.  Please revise future filings to present additional granularity regarding the amount of the allowance allocated to each class or portfolio segment that is the result of the second element and discuss any trends or changes from  prior periods related to this element.
In responding to our comments on the Exchange Act filings, please provide a written
statement from the company acknowledging that :

• the company is responsible for the adequacy and accuracy of the disclosure in the fi ling;

• 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.

Ms. Colleen Hennessy
Bank of Montreal
March 29, 2011
Page 4

You may contact Michael Volley  at (202) 551- 3437 or Kevin W. Vaughn at  (202) 551-
3494 if you have questions regarding comments on the financial statements and related matters .
Please contact Erin Magnor Purnell at (202) 551- 3454 or me at (202) 551 -3434 with any other
questions.

      Sincerely,

      Michael Clampitt
      Senior At torney
 cc. (facsimile only)
C. Andrew Gerlach
Sullivan & Cromwell LLP
(212) 291- 9299

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

Mail Stop 4561

December 20, 2007
 Thomas E. Flynn Acting Chief Financial Officer Bank of Montreal 1 First Canadian Place Toronto, Ontario, Canada M5X 1A1
RE: Bank of Montreal
Form 40-F for the Fiscal Ye ar Ended October 31, 2006
Filed December 28, 2006 File No. 1-13354
 Dear Mr. Flynn,   We have completed our review of your Form 40-F and have no further comments
at this time.

Sincerely,    Kevin W. Vaughn Branch Chief

CORRESP
1
filename1.htm

corresp

November 30, 2007

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:

    Mr. Kevin W. Vaughn

Accounting Branch Chief

Division of Corporation Finance

Mail Stop 4561

    Re:

    Bank of Montreal

Form 40-F for the Fiscal Year Ended October 31, 2006

Filed December 28, 2006

File No. 1-13354

Dear Mr. Vaughn:

We are in receipt of the letter, dated October 31, 2007, addressed to Karen Maidment, Chief
Financial and Administrative Officer of Bank of Montreal (the “Bank”), from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Bank’s above-referenced
Form 40-F. To facilitate the Staff’s review of the Bank’s response, we have first reproduced the
Staff’s comment. The Bank’s response immediately follows.

General

    1.

    In your 6-K filed on May 17, 2007, you disclose that you will restate your first quarter of
fiscal year 2007 financial results and record a charge in the second quarter of fiscal year
2007 relating to commodity trading losses. You disclose that these losses did not have a
material impact on periods prior to the first quarter of 2007. Please provide us your
materiality analysis of the impact of these trading losses on periods prior to fiscal year
2007 and tell us how you determined that the effect was not material.

Bank’s Response:

The losses attributable to periods prior to fiscal year 2007 are a $203 million reduction in
trading revenue and a $94 million reduction in net income.

The SEC Staff Accounting Bulletin 99, Materiality, (SAB 99) indicates that both quantitative and
qualitative factors should be considered when assessing if an error is material to the financial
information.

From a quantitative perspective the prior period impact of $94 million decreases Fiscal 2006 net
income by approximately 3.5%, decreases total assets by approximately $64 million (0.02% of total
assets), and increases liabilities by approx. $30 million (0.009% of total liabilities). Also, the
misstatement represents 3.9% of non-interest revenue and 0.5% of total revenue for Fiscal 2006. We
considered whether the misstatement in relation to individual amounts, subtotals or totals in the
financial statements was pervasive so as to materially misstate the 2006 financial statements taken
as a whole and concluded that it was not. Based on the above, we concluded that the misstatement
was not material from a quantitative perspective.

This misstatement is restricted to one small segment of the Bank and affects the trading revenue
line item which by its nature is volatile, expected to fluctuate from period to period and the
market does not view this line item as being consistently recurring or having a trend.

Additionally, the misstatement does not affect the Bank’s compliance with loan covenants or other
contractual requirements and does not otherwise have a material adverse effect on key measures,
such as Tier 1 Capital or earnings per share. If the Bank were to restate these specific key
measures, Tier 1 Capital would decline 6 basis points from 10.22 to an estimated 10.16 and ROE
would decline 5 basis points from 19.2% to 18.7%. Diluted EPS would decline $0.18 from $5.15 to
$4.97. The misstatement does not significantly impact the trend in earnings as net income in the
last three fiscal years was $2.3 billion in 2004; $2.4 billion in 2005 and $2.7 billion in 2006.
Furthermore, the misstatement does not change an income into a loss or vice versa.

Finally, the misstatement does not impact the compensation or other forms of incentive compensation
for fiscal 2006 as these amounts were previously paid. However, the amount of the misstatement was
taken into consideration by management in determining the estimates for management compensation for
fiscal 2007.

SAB 99 goes on to say that the influence of market reaction to potential misstatements and the
potential volatility on share price can also be used as a guide to determine if a misstatement is
material from a qualitative perspective. In the days following the announcement that prior period
financial statements were to be restated as a result of the commodities derivatives losses, the
share price of the Bank remained within a small stable band. From the period between May 14th and
May 22nd (three days on either side of the May 17th release date regarding the commodities losses)
the price ranged from a high close of $69.70 to low close of $68.88 with an average of $69.25.
This would indicate that the markets did not view the commodities derivative trading business and
any misstatement of those results as a pervasive indicator of the performance of the Bank.

Based on the above analysis, the Bank has determined that the misstatement is not material from a
qualitative perspective either.

KPMG, the external auditors of the bank, have concurred with the Bank’s determination that the
misstatement relating to periods prior to Q1 2007 was not material to require restatement of the
2006 audited consolidated financial statements of the Bank.

*     *     *

As requested in your letter, the Bank hereby acknowledges that: the Bank 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 Bank 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.

Please call me at (416) 867-4689 (fax: 416-867-2846 ) with any questions you have.

Sincerely,

Bank of Montreal (BMO)

Per:

/s/  Thomas
E. Flynn

Thomas
E. Flynn

Executive Vice-President, Finance and Treasurer

and Acting Chief Financial Officer

    cc:

    Mike Volley

(Securities and Exchange Commission)

Mail Stop 4561

October 31, 2007
 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, 2006
Filed December 28, 2006 File No. 1-13354

Dear Ms. Maidment,    We have reviewed your filing and have the following comment.  We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   In our comment, we have asked you to provide us with 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 comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  General

 1. In your 6-K filed on May 17, 2007, you disclose that you will restate your first quarter of fiscal year 2007 financial results and record a charge in the second quarter of fiscal year 2007 related to commodity trading losses.  You also disclose that these losses did not have a material impact on periods prior to the first quarter of 2007.  Please provide us your materiality analysis of the impact of these trading losses on periods prior to fiscal year 2007 and tell us how you determined that the effect was not material.

Karen Maidment
Bank of Montreal October 31, 2007 Page 2
  As appropriate, please respond to this comment within 10 business days or tell us when you will provide us with a response.  Your letter should key your response to our comment and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your response to our comment.   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 comment, 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 Di vision of Corporation Finance in our review
of your filing or in response to our comment on your filing.     You may contact Michael Volley, Senior Accountant, at (202) 551-3437 or me at
(202) 551-3494 if you have questions regarding our comment.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

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

Mail Stop 4561

December 12, 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 completed our review of your Form 40-F and related
filings and have no further comments at this time.

Sincerely,

Don Walker
Senior Assistant Chief Accountant

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

    Karen E. Maidment, FCA

Senior Executive Vice President

& Chief Financial Officer

    BMO Financial Group

1 First Canadian Place

100 King Street West, 18th Floor

Toronto, ON M5X 1A1

Tel: (416) 867-6776

Fax: (416) 867-4137

karen.maidment@bmo.com

December 5, 2005

Don Walker

Senior Assistant Chief Accountant

United States

Securities and Exchange Commission

Washington D.C. 20549

Mail Stop 4561

    RE:

    Bank of Montreal

Form 40-F for the Fiscal Year Ended October 31, 2004

Filed December 15, 2004

File No. 1-13354

Dear Mr. Walker:

Thank you for your letter of November 18, 2005 requesting additional information. We are pleased
to provide the following responses to your questions, as well as the additional disclosure we will
be providing in our Form 40-F filing for the year ended October 31, 2005. As discussed with Michael
Volley, we are in the process of finalizing our disclosure for public release on or about December
19, 2005.

Note 9 Derivative Financial Instruments, page 97

    1.

    Refer to prior comment 1 from our letter dated September 20, 2005. We note your response
related to the liquidity reserve in which you disclose that the reserve is evaluated where
factors such as size, among other things, indicate that the instrument is less liquid. Please
tell us the accounting guidance on which you rely to record a liquidity reserve specifically
where the size of the position indicates that the instrument is less liquid. Refer to
paragraph 58 of SFAS 107 and paragraph 315 of SFAS 133.

    A small proportion of our trading derivatives are exchange-traded. All exchange-traded
derivatives are recorded at fair value using quoted market prices (i.e., fair value is
calculated as the quoted market price multiplied by the number of units) and no liquidity
reserve is applied. Paragraph 58 of SFAS 107 indicates that quoted market prices should be used
for instruments recorded at fair value, even if the instrument in question is only thinly
traded. Paragraph 315 further indicates that no premium or discount should be
applied to quoted market prices based on the size of a position relative to trading volumes.
Since we do not apply liquidity reserves against the quoted market values of our exchange-traded
derivatives, our accounting is consistent with the above noted
paragraphs of SFAS 107 and SFAS 133.

    The significant majority of our trading derivatives are over-the-counter derivatives. Since
quoted market prices are not available, we use models incorporating observable market data to
estimate fair value. For some derivatives the over-the-counter market is considered illiquid,
for example due to unusual size of the position or terms of the derivative. In these cases, we
take the model-determined value and apply a liquidity reserve to adjust the derivative to our
best estimate of its fair value. We consider the liquidity reserve to be a necessary element of
our fair value estimate where the market data used in our valuation models is based on more
liquid markets for instruments with more common terms. Without the liquidity reserve our model
would not arrive at our best estimate of fair value for an illiquid derivative.

    Under Canadian GAAP, we rely on EIC 39, “Accounting for the Issue of Certain Derivatives
Instruments,” as prescribed by the Emerging Issues Committee of the Canadian Institute of
Chartered Accountants. EIC 39 states that in calculating the fair value of a derivative
consideration should be given to “the risk that an entity will not be able to quickly acquire or
sell an instrument at an amount close to its fair value due to a lack of liquidity in the
market.” Furthermore, we believe our use of a liquidity reserve is consistent with paragraph 22
of SFAS 107, which indicates that fair value for instruments with no quoted market prices should
be determined using judgment to arrive at our best estimate. Our approach is also supported by
paragraph 7.43 of the AICPA Accounting and Auditing Guide, Brokers and Dealers in Securities,
which states: “In determining a derivative’s value, consideration should be given to recognizing
and providing for credit and liquidity risk...”

    2.

    Refer to prior comment 1 from our letter dated September 20, 2005. Please tell us the
accounting guidance on which you rely to record an administrative reserve.

    Under Canadian GAAP, we rely on EIC 39, as mentioned above. EIC 39 states that “the fair value
of the derivative instruments should provide for any remaining risks and any remaining servicing
costs associated with the instruments.” The need for a reserve for administrative costs is also
discussed in paragraph 7.43 of the AICPA Accounting and Auditing Guide, Brokers and Dealers in
Securities as follows: “In determining a derivative’s value, consideration should be given to
recognizing and providing for...the operational and administrative costs associated with the
management of derivative portfolios. “

    3.

    Refer to prior comment 1 and 2 from our letter dated September 20, 2005. Please revise future
filings to:

    •

    Disclose the methodologies for calculating your fair value reserves;

    •

    Quantify each of your fair value reserves for the periods presented; and

    •

    Discuss any significant change to the methodologies and significant increases or
decreases in the amounts recorded.

    We have included the following disclosure in our discussion of Financial Instruments Measured at
Fair Value, which will appear in the Critical Accounting Estimates section of our MD&A on page
63 of our 2005 Annual Report. The Annual Report for the year ended October 31, 2005 will be
included in our Form 40-F filing that we will be making on or about December 19, 2005.

********

    Valuation models use general assumptions and market data and therefore do not reflect the
specific risks and other factors that would impact on a particular instrument’s fair value. Our
fair value adjustments take into account the estimated impact of credit risk, liquidity risk,
valuation considerations, administrative costs and closeout costs. For example the credit risk
adjustment factors credit risk into our fair values by taking into account factors such as the
counterparty’s credit rating, the duration of the instrument and changes in credit spreads.

    A group independent of the trading lines of business, Valuation Product Control (VPC), verifies
the fair values at which instruments are recorded. For instruments that are valued using models,
VPC identifies situations where adjustments must be made to the model estimates to arrive at
fair value.

    The methodologies used for calculating these adjustments are reviewed at least annually to
ensure that they remain appropriate. Significant changes in methodologies are rare and are made
only when we feel that the change will result in better estimates of fair value.

    Valuation adjustments as at October 31 (in millions of Canadian dollars)

    2005

    2004

    Credit

    63

    39

    Liquidity

    19

    11

    Administrative Costs

    17

    17

    Others

    5

    10

    104

    77

    There were no significant changes in methodologies for calculating the reserves during 2005 and
2004. The increase in the adjustment for credit risk is due to the 26% increase in the fair
value of derivative assets compared to 2004 as well as increased credit spreads. The increase in
the adjustment for liquidity risk is due primarily to some unusually long-dated instruments.

    4.

    Please tell us if you net the fair value of derivative contracts on your balance sheet in
accordance with FIN 39. If so, please tell us your accounting policy specifically indicating
if you net cash collateral against the applicable derivative exposures based upon provisions
contained in legal netting agreements.

    In accordance with FIN 39 paragraph 10, we net the amounts recognized for derivative contracts
with the same counterparty where we have an enforceable right to offset amounts and we intend to
settle contracts on a net basis. This is disclosed in Note 9 of our Consolidated Financial
Statements included in our 2004 Annual Report.

    We also hold cash as collateral from certain derivative counterparties in order to reduce our
credit exposure to these counterparties. We net the obligation to return the cash held as
collateral against the fair value of the derivatives we have with that counterparty as all the
conditions outlined in paragraph 5 of FIN 39 are met.

Should you have any further questions, please contact Cally Hunt, Vice President and Chief
Accountant at (416) 643-1727, or me

at (416) 867-6776.

Sincerely,

/s/ Karen E. Maidment

Karen Maidment

Senior Executive Vice President

& Chief Financial Officer

BMO Financial Group

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

Mail Stop 4561

November 18, 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 your letter filed on October 31, 2005 and
the
above referenced filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments in future filings.  In your response, please
indicate
your intent to include the requested revision in future filings
and
provide us with your proposed disclosures.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	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 9 Derivative Financial Instruments, page 97

1. Refer to prior comment 1 from our letter dated September 20,
2005.
We note your response related to the liquidity reserve in which
you
disclose that the reserve is evaluated where factors such as size,
among other things, indicate that the instrument is less liquid.
Please tell us the accounting guidance on which you rely to record
a
liquidity reserve specifically where the size of the position
indicates that the instrument is less liquid.  Refer to paragraph
58
or SFAS 107 and paragraph 315 of SFAS 133.

2. Refer to prior comment 1 from our letter dated September 20,
2005.
Please tell us the accounting guidance on which you rely to record
a
administrative reserve.

3. Refer to prior comment 1 and 2 from our letter dated September
20,
2005.  Please revise future filings to:

* disclose the methodologies for calculating your fair value
reserves;

* quantify each of your fair value reserves for the periods
presented; and

* discuss any significant change to the methodologies and
significant
increases or decreases in the amounts recorded.

4. Please tell us if you net the fair value of derivative
contracts
on your balance sheet in accordance with FIN 39.  If so, please
tell
us your accounting policy specifically indicating if you net cash
collateral against the applicable derivative exposures based upon
provisions contained in legal netting agreements.

	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.

	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
November 18, 2005
Page 2

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

    Karen E. Maidment, FCA

Senior Executive Vice President

& Chief Financial Officer

    BMO Financial Group

1 First Canadian Place

100 King Street West, 18th Floor

Toronto, ON M5X 1A1

Tel:
(416) 867-6776

Fax: (416) 867-4137

karen.maidment@bmo.com

October 31, 2005

Don Walker

Senior Assistant Chief Accountant

United States

Securities and Exchange Commission

Washington D.C. 20549

Mail Stop 4561

    RE:

    Bank of Montreal

Form 40-F for the Fiscal Year Ended October 31, 2004

Filed December 15, 2004

File No. 1-13354

Dear Mr. Walker:

Thank you for your letter of September 20, 2005 requesting additional information. We apologize
for the delay in responding. As previously advised we did not receive your letter until October 19, 2005. We are pleased to provide the following responses to your questions.

    1.

    Refer to prior comment 2 from our letter dated August 24, 2005. Please describe for us your
methodologies for calculating your credit risk, valuation, liquidity risk and closeout and
administrative costs fair value reserves.

    Exchange traded derivatives are recorded at exchange prices. For over the counter derivatives
where specific market prices are not available we estimate fair value using models which
incorporate market based information. In these cases, Valuation Product Control (VPC), a group
independent of the trading lines of business, identifies situations where adjustments must be
made to the model estimates to arrive at fair value.

    Methodologies for calculating the reserves are established by VPC and must be approved by the
Vice-Chair of the line of business and the Executive Vice President and Senior Market Risk
Officer. Material changes to the methodologies must also be approved in this manner.
Methodologies are reviewed at least annually to ensure that they remain appropriate. VPC
calculates the reserves on a monthly basis.

    A more detailed discussion of the different types of reserves follows.

    Credit risk reserve

    Our derivative valuation applications apply general market inputs. As a result, the values
estimated using these inputs do not recognize the effects that different counterparty credit
ratings have on the fair value of our derivatives. We use a consistent methodology to
calculate the credit valuation adjustment at each period end. A reserve amount is calculated
by counterparty based on the following factors:

    •

    The credit rating of the counterparty,

    •

    Current credit spreads, and

    •

    The terms and exposure to the counterparty.

    As a result, the credit risk reserve adjusts the value determined through our derivative
applications to our best estimate of our derivatives’ fair value, taking into account
counterparty credit risk.

    Valuation reserve

    For over the counter derivatives where specific market prices are not available, we use
models to estimate fair value. Valuation reserves are calculated as part of this process for
instruments where there are limitations, such as skew and different repricing intervals, in
our model’s ability to estimate fair value in all circumstances.

    As an example, interest rate swaps are valued using the standard three-month index. A
valuation adjustment is applied to non-standard swaps (e.g., with rates that reset monthly or
every six months) using quoted market basis spreads.

    Our methodology for estimating valuation reserves involves identifying any limitations with
our existing models and calculating an appropriate adjustment, depending on the nature of the
limitation. We use observable market data in this process wherever possible. In those
uncommon situations where there is a lack of market data, we use our judgement in order to
arrive at our best estimate, taking into account the nature of the product and any available
historical data and current transactions.

    Liquidity risk reserve

    A liquidity reserve represents our estimate of the additional costs that are not fully
reflected in the close out reserve and that would be incurred to close out positions. The
need for a liquidity risk reserve is evaluated where factors such as the size or terms of an
instrument or lack of market data indicate that the instrument is unusual and therefore less
liquid. Liquidity reserves are calculated on a case-by-case basis using techniques
appropriate to the particular liquidity concerns and incorporating observable market data
wherever possible. In those uncommon situations where there is a lack of market data, we use
our judgement in order to arrive at our best estimate, taking into account the nature of the
product and any available historical data and current transactions.

    Close out reserve

    Typically derivative instruments are initially valued at mid-market levels (i.e., at the
price between the bid and asked price). The close out reserve is calculated related to net
open positions in a portfolio. The close out reserve is determined based on the difference
between bid and asked prices on an open position. The impact of the close out reserve is to
adjust net open positions to the appropriate point within the bid-asked spread.

    We believe our use of close out reserves to adjust the price to a point within the bid-asked
spread at which market place participants would currently transact is consistent with the
guidance in the FASB October 21, 2005 working draft of the Statement on “Fair Value
Measurements”.

    Administrative cost reserve

    The administrative cost reserve is a projection of the future servicing costs to administer
the current portfolio of derivatives. The reserve is computed as the present value of the
estimated annual administrative costs over the average term of the portfolio.

    2.

    Refer to prior comment 2 from our letter dated August 24, 2005. Please separately quantify
for us your credit risk, valuation, liquidity risk and closeout and administrative costs fair
value reserves for each of the past three fiscal year ends and analyze any significant
increases or decreases.

    The table below sets out the amount of each of our reserves and the fair value of our trading
derivatives as at October 31 for the years indicated. (All amounts are in millions of Canadian
dollars.)

    Reserve Summary Totals

    2004

    2003

    2002

    Credit Risk

    (39.1
    )

    (20.8
    )

    (15.2
    )

    Valuation

    (4.6
    )

    (8.4
    )

    (3.4
    )

    Liquidity Risk

    (11.4
    )

    (12.7
    )

    (8.6
    )

    Closeout

    (5.2
    )

    (4.7
    )

    (6.4
    )

    Administrative Cost

    (17.4
    )

    (19.1
    )

    (19.8
    )

    Total Reserves

    (77.7
    )

    (65.7
    )

    (53.4
    )

    Fair Value of Trading
Derivatives

    Assets

    24,914

    20,878

    21,932

    Liabilities

    (23,741
    )

    (20,375
    )

    (21,927
    )

    Significant changes are explained as follows:

    •

    Credit risk reserve: The main reason for the increase between 2002 and 2003 is that we
changed our methodology in 2003 to better incorporate the impact of changes in credit
spreads. The impact of credit spread changes was not reflected in the methodology prior to
2003. The increase from 2003 to 2004 was due to increased credit spreads, increased
exposures by counterparty and increases in commodity contracts and credit derivatives.

    •

    Valuation adjustments: The increase in this reserve from 2002 to 2003 relates to our
commodities and foreign exchange portfolios. In both cases, valuation adjustments were
necessary to account for skew valuation due to limitations in our models to price deep in
the money and out of the money options. Between 2002 and 2003, our natural gas option
positions in our commodities portfolio and our Japanese Yen option positions in our foreign
exchange portfolio increased. In 2004, the Japanese Yen option positions decreased,
explaining the reduction in the reserve between 2003 and 2004.

    •

    Liquidity risk reserve: The main reason for the increase between 2002 and 2003 is that
we implemented reserves for stock warrants for the first time. There was also an increase
in equity derivatives maturing in more than 3 years. These longer dated instruments tend to
be less liquid, giving rise to the need for larger liquidity reserves.

    3.

    Please tell us how you account for any unrealized “day one” gains or losses. If you
initially defer or reserve “Day One” gains or losses, tell us how you subsequently account for
the amount deferred.

    We record all trading derivatives at market on a daily basis. However, since we do not enter
into off-market trades, we do not have “day one” gains or losses that relate to “dealer profit”,
as described in EITF 02-03 “Issues Involved in Accounting for Derivative Contracts Held for
Trading Purposes”.

Should you have any further questions, please contact Cally Hunt, Vice President and Chief
Accountant at (416) 643-1727, or me at (416) 867-6776.

Sincerely,

/s/ Karen Maidment

Karen Maidment

Senior Executive Vice President

& Chief Financial Officer

BMO Financial Group

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

Mail Stop 4561

September 20, 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 your letter filed on September 8, 2005 and
the
above referenced filing and have the following comments.  Please
provide us with the requested information so we may better
understand
your disclosure.  After reviewing this information, we may raise
additional comments.  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 9 Derivative Financial Instruments, page 97

1. Refer to prior comment 2 from our letter dated August 24, 2005.
Please describe for us your methodologies for calculating your
credit
risk, valuation, liquidity risk and closeout and administrative
costs
fair value reserves.

2. Refer to prior comment 2 from our letter dated August 24, 2005.
Please separately quantify for us your credit risk, valuation,
liquidity risk and closeout and administrative costs fair value
reserves for each of the past three fiscal year ends and analyze
any
significant increases or decreases.

3. Please tell us how you account for any unrealized "day one"
gains
or losses.  If you initially defer or reserve "day one" gains or
losses, tell us how you subsequently account for the amount
deferred.

	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.

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
September 20, 2005
Page 2

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

    Karen E. Maidment, FCA

Senior Executive Vice President

& Chief Financial Officer

    BMO Financial Group

1 First Canadian Place

100 King Street West, 18th Floor

Toronto, ON  M5X 1A1

Tel: (416) 867-6776

Fax: (416) 867-4137

    karen.maidment@bmo.com

September 8, 2005

Don Walker

Senior Assistant Chief Accountant

United States

Securities and Exchange Commission

Washington D.C. 20549

Mail Stop 4561

    RE:

    Bank of Montreal

    Form 40-F for the Fiscal Year Ended October 31, 2004

    Filed December 15, 2004

    File No. 1-13354

Dear Mr. Walker,

     Thank you for your letter of August 24, 2005 requesting information related to our Form 40-F
filing for the year ended October 31, 2004. In responding to your request, we acknowledge the
following:

    •

    Bank of Montreal (BMO) 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

    •

    BMO 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.

Our responses to your specific requests follow.

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.

    We currently have agreements outstanding with two counterparties related to our mid-term
incentive program (MTIP). One counterparty is an indirectly wholly-owned subsidiary of one of
the top 10 financial services organizations in the United States. The other counterparty is one
of the top five Canadian banks. BMO is not related to any of the counterparties or any of
their related parties. We have not provided you with the names of these counterparties since we
have not obtained their consent to do so. Should you require their names, we will seek their
consent.

    The agreements are structured as Assumption Agreements between BMO and the counterparty whereby
the counterparty agrees to satisfy all amounts due on the payment date under the MTIP in
exchange for an up front payment by BMO to the counterparty. MTIP plan documents state that,
when such an Assumption Agreement has been entered into, BMO shall be forever, fully, finally
and irrevocably released and discharged from any liability or obligation with respect to any
payment to any participating employee or his or her estate. Each award recipient must sign an
acknowledgement that he or she agrees to be bound by the plan and that no funds will be set
aside by BMO for MTIP payments and that the awards will be paid by the counterparty.

    Through the Assumption Agreements and the payment of the consideration to the counterparties,
BMO has met the condition for extinguishment of a liability in paragraph 16b of SFAS 140
because BMO has been legally released from being the primary obligor. Further, we support this
conclusion by obtaining a legal opinion from external counsel that BMO has no liability for the
payment of MTIP awards assumed by the counterparties and the award recipients have no claim
against BMO for such payment. Therefore, based on paragraph 16b of SFAS 140 and the legal
opinion, we have concluded that we have transferred all the risk for payment to the
counterparties.

    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.

    Consistent with paragraph 11 of SFAS 107, where quoted market prices are available, we use
these prices to calculate fair value. We do not include any reserves or provisions in these
fair values.

    Quoted market prices are available and used to fair value most of our investments in equity
instruments. Consistent with paragraph 11 of SFAS 107, for equity instruments where there are
no quoted market prices, we use valuation techniques, such as multiples of earnings or
comparisons with similar instruments for which market prices are available.

    For loans and deposits, fair value is estimated by considering the impact of changes in
interest rates and changes in credit risk. The impact of changes in interest rates on loans and
deposits that bear a fixed rate of interest is calculated by discounting contractual cash
flows, adjusted for expected prepayments, using current market interest rates. For loans and
deposits that bear a floating rate of interest and/or those with short maturities or that are
due on demand we do not make a fair value adjustment for changes in interest rates, consistent
with paragraph 23 of SFAS 107.

    The impact of changes in credit risk on the fair value of our loans is reflected by deducting
the allowance for credit losses.

    Most of our derivatives do not have quoted market prices. Fair value of these derivatives is
estimated using zero coupon valuation techniques, as described in note 9 on page 98 of our 2004
annual report. We also include a provision in the fair value of trading derivatives which
adjusts for:

    •

    Credit risk, i.e., the risk of loss in the event the counterparty to a transaction
defaults

    •

    Valuation, i.e., the risk that the fair value determined through valuation
techniques does not represent a derivative’s actual fair value

    •

    Liquidity risk, i.e., the risk that a financial instrument cannot be sold over a
reasonable period of time

    •

    Closeout and administrative costs, i.e., a discount to the fair value that was
determined using valuation techniques to reflect the fact that anyone purchasing the
contract would have to incur the cost of administering the derivative over its
remaining life

    The provision is calculated on a consistent basis from period to period. We believe that this
provision is required to adjust amounts calculated through valuation techniques to our best
estimate of fair value, as required by paragraph 11 of SFAS 107.

    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.

    The assumption that we will not sell the assets or liabilities relates to our loans and deposit
liabilities. If we were to transfer these assets or liabilities as a block, the value may
include a premium representing the estimated value of the customer relationships related to the
assets or liabilites. We have stated the assumption that we will not sell the assets or
liabilities to make it clear that our fair values do not include any premium, consistent with
paragraph 12 of SFAS 107. We have not quantified the effect of this assumption. We will
consider how to make this disclosure clearer going forward.

    4.

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

    We follow rigorous risk management policies and practices to reduce the risk of errors in fair
values calculated using models. Models used to calculate fair value are developed under
standard vetting processes and/or subject to model vetting procedures to minimize the risk
associated with the models. Through the model vetting process, the fair value models are
assessed for items such as methodology, assumptions, sensitivity, calibration, market
complexity and implementation. Models are vetted by a group independent of the lines of
business and of the financial reporting process. In addition, models are subject to internal
controls over changes to existing models.

    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.

    As noted above, we use quoted market prices, whenever available, to fair value financial
instruments. This is consistent with paragraph 11 of SFAS 107. Our use of valuation techniques
and models is also consistent with paragraph 11 and other guidance in SFAS 107 for those
financial instruments with no quoted market prices. With respect to derivatives, our valuation
techniques are consistent with the discussion of fair value in the appendix to SFAS 133. Our
valuation techniques use market based information and assumptions. Since market participants
would use the same or similar information and assumptions in valuing these financial
instruments, we believe that our disclosed fair values represent our best estimate of the
amount at which our financial instruments could be bought or sold in a current transaction
between willing parties.

    Note 27 Reconciliation of Canadian and United States GAAP, 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.

    We have control over whether Series 4, 6 and 10 of our Class B Preferred Shares are redeemed
for cash or by conversion to common shares. It is our intention that these Preferred Shares not
be converted to common shares. Furthermore, since 2001, we have redeemed Series 1, 2, and 3 of
our Class B Preferred Shares, which had similar terms to Series 4 and 6. In each case, the
Preferred Shares were redeemed in exchange for cash, not common shares. Given our intention to
redeem the Preferred Shares for cash and our past practice of settling in cash, we meet the
criteria in paragraph 29 of SFAS 128 to overcome the presumption that these series will be
converted to common shares. Therefore, we have not assumed conversion to common shares in our
diluted earnings per share calculations.

    We understand that the ability to overcome the presumption that convertible instruments will be
converted to common shares is being reconsidered in upcoming changes to SFAS 128. We will
re-evaluate our treatment of these preferred shares in our earnings per share calculations when
the new standard is issued.

    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.

    Our cash flow statement prepared in accordance with Canadian GAAP is consistent with US GAAP in
all material respects. In other words, cash flows from operating, investing and financing
activities are the same under Canadian and US GAAP. We will include a statement to that effect
in our US GAAP disclosure for our year ending October 31, 2005.

    Should you have any further questions, please contact Cally Hunt, Vice President and Chief
Accountant at (416) 643-1727, or me at (416) 867-6776.

Should you have any further questions, please contact Cally Hunt, Vice President and Chief
Accountant at (416) 643-1727, or me at (416) 867‑6776.

Sincerely,

/s/   Karen E. Maidment

Karen Maidment

Senior Executive Vice President

& Chief Financial Officer

BMO Financial Group

<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
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Karen Maidment
Bank of Montreal
August 24, 2005
Page 3

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