SecProbe.io

March 15, 2012
 Via E-mail

Katsunori Nagayasu President and Chief Executive Officer Mitsubishi UFJ Financial Group, Inc. 7-1, Marunouchi 2-chome Chiyoda-ku, Tokyo 100-8330 Japan
Re: Mitsubishi UFJ Financial Group, Inc.
Form 20-F for Fiscal Year Ended March 31, 2011 Filed July 28, 2011 Form 6-K Filed January 23, 2012
  File No. 000-54189

Dear Mr. Nagayasu:
 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 advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  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, including the draf t of your proposed disclosures, we may have
additional comments.    Form 20-F for Fiscal Year Ended March 31, 2011

 Item 3.  Key Information, page 4

 D.  Risk Factors, page 7

If the global economy deteriorates again, our credit-related losses may increase…, page 8
 1. We note that Moody’s Investors Servi ce downgraded your credit ratings in
August 2011.  Please revise your risk factor di sclosure to clarify whether the downgrade

Katsunori Nagayasu Mitsubishi UFJ Financial Group, Inc. March 15, 2012 Page 2

 has adversely impacted your borrowing costs or  triggered any collateral obligations under
derivative contracts.  If it triggered any additional collater al obligations, please quantify
the amount in your disclosure.

We may suffer additiona l credit-related losses in the future…, page 9

 2. We refer to your disclosure on page 8 re garding the continued impact of the
March 2011 earthquake, which includes fina ncial support for elec tric utilities.
We also note from recent media reports that Tokyo Electric Power Co. (Tepco) and the government-run nuclear compensation fund have  asked major creditors to provide
¥1 trillion in financial support.  In future filin gs, please expand your risk factor disclosure
to quantify your exposure to Japa nese electric utilities.

Because of our loans to consumers and our  shareholdings in companies…, page 11

 3. We note from your disclosure that the Intere st Rate Restriction La w has required lending
institutions to lower the interest rates charged to borrowers and that the law has
“significantly reduc[ed] business opportuni ties for the affected consumer financing
companies.”  Please revise your disclosure in future filings to quantify how the regulatory
reform that you describe in this risk fact or has impacted your interest income.

Item 4.  Information on the Company, page 20

 B.  Business Overview, page 23

 Loans, page 26

 4. We note your disclosure here and on page 59 regarding eased conditi ons and preferential
interest rates on loans to those affected  by the March 2011 earthquake.  Please provide
proposed disclosure to be included in future  filings that explains these programs in
greater detail, including disclo sure that quantifies the numbe r of customers to whom you
have given this support and the resulting impact, if material, on your operations.
Additionally, we note from your disclosure  on page 54 that industrial production
decreased significantly after March 2011.  Give n that manufacturing loans represent over
ten percent of your total outstanding loans,  please clarify the extent to which the
manufacturing slowdown has adversely impacted your loans.
 Supervision and Regulation, page 33

 United States, page 39

 5. We refer to your disclosure on page 42 descri bing the likelihood that certain aspects of
the Dodd-Frank Act, other than the Volcker Rule, “could have a material impact on the
structure and activities of, a nd prudential standards applicab le to, [y]our operations.”

Katsunori Nagayasu Mitsubishi UFJ Financial Group, Inc. March 15, 2012 Page 3

 Please expand your disclosure in future filin gs to address the components of Dodd-Frank
that you expect to materially impact your operations.  Please quantify, to the extent
quantifiable, the impact to your operations.
Operating Results, page 68

 Allocated allowance for indivi dual loans specifically identi fied for evaluation, page 91

 6. You have disclosed that impaired loan s include “certain” nonaccrual loans and
restructured loans.  Additionally, we note from your disclosure on page F-41 that you
have total impaired loans in the amount of ¥1.9 trillion as of March 31, 2011, versus total
nonaccrual loans of ¥1.1 trillion.  Please tell us, and clarify in future filings, the criteria
that must be met in order for a nonaccrual a nd/or restructured loan to be considered
impaired.
7. We note that your banking subsidiaries may gr ant various concessions (modifications of
loan terms) to troubled borrowers at the bo rrower’s request, includi ng reductions in the
state interest rates, debt write-offs, and extens ions of maturity dates.  All of these loans
are reported as either “restructured loans” or
 “nonaccrual loans”.  Please explain to us,
and disclose in future filings, how you di stinguish based upon these concessions on
whether such loans should be classified as  either a restructured or nonaccrual loan.
 Liquidity, page 99

 8. It appears that you generally manage liquidity risk on a gl obal basis at a consolidated
level.  Please tell us, and disclose in future  filings, if, and if so how, you manage liquidity
separately at your foreign a nd domestic non-bank and bank subs idiaries.  As part of your
revised disclosures, please provide further qu antitative discussion of any liquidity metrics
you may monitor at these diffe rent entities or on a consolidated basis and consider
providing disclosure of the results of those metrics.  In this regard, we note your
discussion on page 160 that you and your majo r subsidiaries manage funding sources
using various mechanisms, such as a liq uidity gap, liquidity-supplying products and
buffer assets.   Thus, please consider providing quantitative disclosures of such assets and
funding sources, at both the balance sheet date and average balances during the period.
 Note 1 – Basis of Financial Statements a nd Summary of Significant Accounting…, page F-15

 Loans, page F-18

 9. We note that you did not furthe r disaggregate your resident ial portfolio segment into
classes of financing receivab les. Please tell us how you c onsidered paragraphs ASC 310-
10-55-16 through 55-18 and ASC 310-10-55-22 when determining that further
disaggregation of this portfolio segment was not  necessary.  Confirm to  us, if true, that

Katsunori Nagayasu Mitsubishi UFJ Financial Group, Inc. March 15, 2012 Page 4

 the classes presented are at th e level management uses to as sess and monitor the risk and
performance of the portfolio.
Allowance for Credit Losses, page F-20

 10. We note that you consider existing economic conditions in your unallocated allowance
when determining the allowance for loan lo ss in your UNBC portfolio  segment.  Please
tell us, and discuss in future filings, how you consider existing economic conditions in
your other portfolio segments.  Pleas e refer to ASC 310-10-50-11B(a)(1)(ii).
Additionally, please clarify how  bank regulatory examinati on results and findings of
internal credit examiners affect the unallocate d allowance and clarify whether this factor
is only relevant for the UNBC segment.

Note 22 – Obligations Under Guarantees and Ot her Off-Balance Sheet Instruments, page F-101

 11.  We note your disclosure that the carrying am ount of the liabilities related to guarantees
and similar instruments discussed totaled ¥1,171,417 million and ¥1,904,425 million as
of March 31, 2010 and 2011, respectively.  Howeve r, this note also states that this
amount excludes credit derivatives sold by MU FG Group since they are disclosed in
Note 21.  Therefore, please te ll us and clarify your disclosure  in future filing to discuss
the guarantees and instruments comprising the largest components of this total.
 Note 24 – Commitments and Con tingent Liabilities, page F-117

 Repayment of Excess Interest, page F-117

 12. In future filings, please quantify the poten tial liability exposure relating to your
repayment of excess interest.  Specifically, please either provide an estimated range of
reasonably possible loss in excess of the amount  accrued, or, if true, state that you do not
believe the impact of the potential exposure will  have a material effe ct on your results of
operations, cash flows or  financial condition.
 Note 29 – Fair Value, page F-124

 Market Valuation Adjustments, page F-127

13. We note that you make credit risk adjustme nts which reflect your own creditworthiness
to financial liabilities.  In future filings, please quantify such adjustments to the extent
material and describe in further detail the methodologies used to f actor in your own credit
risk into derivatives and other liabilities ca rried at fair value.

Katsunori Nagayasu Mitsubishi UFJ Financial Group, Inc. March 15, 2012 Page 5

 Form 6-K filed January 23, 2012

 Exposure to Selected European Countries, page 7

 14. We note your disclosure about your exposure to certain European countries as of
September 30, 2011.  On January 6, 2012, the SE C’s Division of Corporation Finance
issued disclosure guidance rela ting to registrants’ exposure to  certain European countries,
which among other things, enumerated the type of disclosure a registrant should consider
providing.  See CF Disclosure Guidance: Topi c No. 4.  In future filings, please revise
your disclosure accordingly.
 Note 2 – Investment in Morgan Stanley, page F-15

 15. We note your disclosure that upon Morgan St anley qualifying for th e equity method of
accounting on June 30, 2011, you recognized the difference between the carrying value
of the MUFG Group’s investment in common stock from the underlying equity in net
assets as goodwill.  We also note that during the six-months ended September 30, 2011,
you recognized ¥579.5 billion of ot her-than-temporary impairment for your investment in
Morgan Stanley.  Please respond to the following:

 Tell us the amount of goodwill recogni zed upon the initial recognition of your
Morgan Stanley investment under the equity method.
 Provide additional background supporting you r conclusion that the investment in
Morgan Stanley was other-than-temporar ily impaired as of September 30, 2011,
which is less than 3 months after ini tial recognition under the equity method.

 Tell us how you measured the amount of the impairment charge recognized as of
September 30, 2011.
 Note 3 – Investment Securities, page F-17

 16. We note your disclosure on page F-19  that you recognized ¥149,477 million of
impairment on marketable equity securities  during the six-months ended September 30,
2011.  However, we note that as of March 31, 2011, you had gross unrealized losses for
your marketable equity secu rities of ¥56,750 million.  Please clarify th e drivers of the
other-than-temporary impairment charge recogn ized on your marketable equity securities
as of September 30, 2011.  As part of your response, please clarif y whether the losses
were principally due to new securities purch ased during the six-months ended September
30, 2011, or securities existing as of March 31, 2011.  Additionally, given the other-than-
temporary losses recognized on your marketab le equity securiti es and the general
economic conditions in Japan, please tell us how you concluded that your cost method
investments were not required  to be assessed for impairment as of September 30, 2011.

Katsunori Nagayasu Mitsubishi UFJ Financial Group, Inc. March 15, 2012 Page 6

 As part of your response, please tell us the last time that th ese investments were tested for
impairment.

We urge all persons who are responsible for th e 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 Exchange Act rules requir e.  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 an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Yolanda Trot ter at (202) 551-3472 or St ephanie Hunsaker, Senior
Assistant Chief Accountant, at  (202) 551-3512 if you have questi ons regarding comments on the
financial statements and related matters.  Pl ease contact Celia Soe hner at (202) 551-3463 or
Sebastian Gomez Abero, Special Counsel, at  (202) 551-3578 with any other questions.

Sincerely,
  /s/ Sebastian Gomez Abero for   Suzanne Hayes
        A s s i s t a n t  D i r e c t o r