SecProbe.io

March 24, 2009

Mr. Hiroshi Saito
Chief Financial Officer Mitsubishi UFJ Financial Group Inc. 4-1, Marunouchi 2- chome Chiyoda-ku, Tokyo 100-8330 Japan
Re: Mitsubishi UFJ Financial Group Inc.
  Form 20-F for Fiscal Year Ended March 31, 2008   File No. 1-10277

Dear Mr. Saito:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues  we have addressed in our comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Notes to Consolidated Financial Statements

 Note 10- Goodwill and Other In tangible Assets, page F-50

 1. We note you recorded goodwill impairment charges totaling ¥893.7 billion for the
fiscal year ended March 31, 2008 and that th e majority of these charges relate to
your domestic segment, specifically th e Bank of Tokyo-Mitsubishi Corporate
reporting unit.  Please provide us with a dditional details regarding the impairment
analyses performed:

• Provide us with a list (i n tabular format) of each reporting unit (including the
segment to which that reporting unit relates) and identify the respective unit fair value, carrying amo unts, and reporting unit goodwill;

• Identify each unit that was tested fo r impairment and discuss the specific
technique used to determ ine unit fair value;

• Identify specifically which reporting units , if any, required the second step of
impairment testing.  Tell us the resu lts of such testing, and include a
discussion of the fair value of your loans for this purpose, and any previously unrecognized intangible assets identified;

Mr. Hiroshi Saito
Mitsubishi UFJ Financial Group, Inc.
March 24, 2009 Page 2

• For those reporting units th at required second step te sting (as noted above),
tell us whether you used a third part y valuation firm to assist in the
determination of fair value for your repor ting units.  If so, please tell us the
type of report issued by the valuation firm, and how  management used this
information to arrive at the fair values ultimately used, including discussions of whether any adjustments made to the fair values discussed in any report
obtained; and

• Tell us whether management performed any “reasonableness” test or
validation procedures of the fair valu es assumed for the reporting units.  For
example, tell us whether management reconciled the fair values of the
reporting units to the market capitali zation of the company, and if so, the
results of such testing.

Note 31- Estimated Fair Value of Financial Instruments, page F-107

 2. We note your disclosure on page 10 (Ris k Factors- the valuation of certain
financial instruments relies on quoted market prices that may fluctuate
significantly) that as the global financial markets became unstable following
concerns of increased defaults of higher  mortgages in the United States, there
have been increased circum stances where quoted market prices for securities
became significantly depressed or were not  properly quoted.  Please tell us in
detail how you determined fair values  of securities as reported on your
consolidated balance sheets in those circumstances.  Additionally, quantify the fair values of these secu rities as of March 30, 2008.

Please understand that the purpose of our re view 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.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a response letter that keys
your responses to our comments and provides an y requested information.  Detailed letters
greatly facilitate our review.  Please file  your response letter on  EDGAR.  Please
understand that we may have additional comments after reviewing your responses to our comments.

Mr. Hiroshi Saito
Mitsubishi UFJ Financial Group, Inc. March 24, 2009 Page 3    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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Sharon M. Blume, Staff Accountant, at (202) 551-3474 or me at
(202) 551-3872 if you have questions.

Sincerely,

 Hugh West
        A c c o u n t i n g  B r a n c h  C h i e f