SecProbe.io

June 6, 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  File No. 000-54189

Dear Mr. Nagayasu:
 We have reviewed your response dated April 16, 2012 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 te n business days by providing the requested
information, or by advising 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 identif ies new or revised disclosures.  If you do not believe our
comments apply to your facts and circumstan ces, 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 the company has not provided the representations that were set forth
in the penultimate paragraph of our origin al comment letter and that are restated
below.  Please have the company provi de these representations along with its
response to these comments.

Katsunori Nagayasu
Mitsubishi UFJ Financial Group, Inc. June 6, 2012 Page 2
 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

 2. We refer to the last two paragraphs of your response to prior comment one of our
letter dated March 15, 2012.  Please provide  us with your proposed revised risk
factor disclosure and ensure that it quantifies the additional collateral obligations that would be triggered in the event of  a one- or two-notch downgrade in the
credit ratings of your main subsidiaries.
We may suffer additiona l credit-related losses in the future…, page 9

 3. We note your response to prior comment  two of our lette r dated March 15, 2012
and also refer to news reports regard ing the recently implemented government
control over Tokyo Electric Power Co. (Tepco ), the related 10-year plan that was
approved by the Trade and Industry Mi nister, and remarks by a government
spokesman calling for lenders to forgive pr e-earthquake Tepco debt.  Please tell
us what consideration you have given to expanding your risk factor disclosure for
your 2012 Form 20-F to address the impact  of these events on currently
outstanding loans and any funding that you anticipate providing to Tepco as a
result of these events.
 Because of our loans to consumers and our  shareholdings in companies…, page 11

 4. We note your response to prior comment th ree of our letter dated March 15, 2012.
Please provide us with the proposed disclo sure that you will include in your 2012
Form 20-F that articulates the changes in interest income resulting from the regulatory reforms, as requested in our original comment letter.
 Item 4.  Information on the Company, page 20

 B.  Business Overview, page 23

 Loans, page 26

 5. We refer to the second paragraph of your response to prior comment four of our
letter dated March 15, 2012.  Please provide proposed disclosure to be included in
your 2012 Form 20-F that includes the substa nce of this portion of your response,
updated as appropriate, so th at investors may better understand the impact of the
manufacturing slowdown on your  business and operations.

Katsunori Nagayasu
Mitsubishi UFJ Financial Group, Inc. June 6, 2012 Page 3
 Selected Statistical Data, page A-1

 III. Loan Portfolio, page A-8

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

 6. We note your response to prior comment six of our letter da ted March 15, 2012.
In your response, you state that a nonaccrua l impaired loan where the terms have
been restructured may be reclassified to accrual status if afte r a certain period of
time the borrower demonstrates an ability to perform under the restructured loan
terms and the loan is upgraded to “normal” loan status.  To enhance the transparency of your disclosure, in future  filings, please define the period of time
that a borrower must demonstrate such  performance for their loan to be
reclassified to accrual status.  Furtherm ore, if the restruct ured nonaccrual loans
are deemed to be trouble debt restructuri ngs (TDRs), please tell us, and disclose
in future filings, whether such loans c ontinue to be designated as TDRs once
reclassified to accrual status.  As part  of your response, pl ease clarify whether
there are any circumstances where you w ould remove the TDR designation from
any TDR loan and the guidance you relied upon to do so.
 Note 29 – Fair Value, page F-124

Market Valuation Adjustments, page F-127
 7. We note your response to prior comment  14 of our letter dated March 15, 2012
where you discuss the factors supporti ng your conclusion that nonperformance
risk has already been incorporated into  the rates at which future cash flows
relating to the deriva tives are discounted.  Please tell us more about the regression
analysis you performed that supporte d your conclusion that BTMU’s funding
rates are highly correlated and fluctuat e in close proximity to LIBOR, including
the periods considered in th is analysis and the underlying data used.  As part of
your response, please tell us whether you considered using your own CDS spreads
as part of developing the discount rate to be used in your value calculations.
Finally, given that you have elected the fair value opti on on certain long-term debt
arrangements per your disclosure on page F-137, please tell us how you
concluded that the change in  value attributable to instrument-specific credit risk
was not material and the data you cons idered in reaching that conclusion.

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 Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
             In responding to our commen ts, please provide a written statement from the
company acknowledging that:

Katsunori Nagayasu
Mitsubishi UFJ Financial Group, Inc. June 6, 2012 Page 4

 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Yolanda Trotter at ( 202) 551-3472 or me at (202) 551-3512 if
you have questions regarding comments on the financial statements and related matters.
Please contact Celia Soehner at (202) 551- 3463 or Michael Seaman at (202) 551-3366
with any other questions.
Sincerely,   /s/ Michael Seaman, for   Stephanie J. Ciboroski Senior Assistant Chief Accountant