The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

OMB APPROVAL
OMB Number: 3235-0006
Estimated average burden
hours per response: 23.8

Report for the Calendar Year or Quarter Ended: 06-30-2013
Check here if Amendment    Amendment Number:
This Amendment (Check only one.):    is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: BANK OF MONTREAL /CAN/
Address: 1 FIRST CANADIAN PLACE
TORONTO, A6  M5X 1A1
Form 13F File Number: 028-07640

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name: SIMON FISH
Title: EVP & GENERAL COUNSEL LEGAL & FINANCIAL
Phone: (416) 867-4900
Signature, Place, and Date of Signing:
SIMON FISH TORONTOA6 06-30-2013
[Signature] [City, State] [Date]
Report Type (Check only one.):
   13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
   13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
X 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
List of Other Managers Reporting for this Manager:
[If there are no entries in this list, omit this section.]
Form 13F File Number Name
  BMO CM LDN LOAN
  BMO FINANCIAL CORP
  BMO FINANCIAL PRODUCTS CORP
  BMO GLOBAL TAX ADVANTAGE FUNDS INC
  BMO INSURANCE (BARBADOS) LTD
  BMO LIFE ASSURANCE COMPANY
  BMO NESBITT BURNS LTEE/LTD
  BMO NESBITT BURNS TRADING CORP. SA
  HARRIS MYCFO
  M&I INVESTMENT MANAGEMENT CORP
  MARSHALL & ILSLEY TRUST COMPANY N A
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 17
Form 13F Information Table Entry Total: 9,376
Form 13F Information Table Value Total: 56,391,525
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
No. Form 13F File Number Name
59   BANK OF MONTREAL IRELAND PLC
4   BMO ASSET MANAGEMENT CORP
21   BMO ASSET MANAGEMENT INC
72   BMO CAPITAL MARKETS CORP (NY)
39   BMO CM NY LOAN DESK
2   BMO HARRIS BANK NA
35   BMO HARRIS FINANCIAL ADVISORS, INC
16   BMO HARRIS INVESTMENT MANAGEMENT INC
42   BMO INVESTOR LINE INC
15   BMO NESBITT BURNS INC
78   DELAWARE TRUST COMPANY
85   LLOYD GEORGE MANAGEMENT
96   NORTH STAR TRUST COMPANY
64   PYRFORD INTERNATIONAL LTD
7   STOKER OSTLER
29   SULLIVAN. BRUYETTE. SPEROS. BLANEY
97   TAPLIN CANIDA & HABACHT LLC