SecProbe.io

December 18 , 2013

Via E -mail
Nobuyuki Hirano
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 the Fiscal Year Ended March 31, 2013
Filed July 22, 2013
File No. 000 -54189

Dear Mr. Hirano :

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the request ed
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  additional comments.

Item 3. D. Risk Factors , page 6.

Transactions with counterparties in countries designated by the U.S. Department of State as state
sponsors of terrorism…, page 18.

1. We are aware of the OFAC press  release dated December 12, 2012, announcing its
assessment of approximately $8.57 million in penalties against your banking subsidiary,
The Bank of Tokyo -Mitsubishi UFJ. Ltd. (“BTMU”), for its apparent violations of
OFAC -administered economic sanctions, i ncluding those related to Iran, Sudan, and
Cuba.   We are also aware of the New York State Department of Financial Services press
release dated June 20, 2013, announcing its assessment of $250 million in penalties
against BTMU, for its violations of New Yor k banking law in connection with
transactions involving sanctioned countries and entities, including Iran and Sudan.   In

Nobuyuki Hirano
Mitsubishi UFJ Financial Group, Inc.
December 18, 2013
Page 2

 addition, we note that in your letters to us dated May 10, 2010 and August 16, 2010, you
discussed your operations related to Iran and Syria.

As you know, Cuba, Iran, 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, c urrent, and
anticipated activities related to, or contacts with, Cuba, Sudan, and Syria, whether
through direct or indirect arrangements, since your 2010 letters.   Your response should
describe any agreements, arrangements, or contacts you have had with th e governments
of Cuba, Sudan, and Syria or entities controlled by those governments.

2. Please discuss the materiality of your contacts with, Cuba, Sudan, and Syria described in
response to the foregoing comment, and whether they constitute a material investment
risk for your security  holders.   You should address materiality in quantitative t erms,
including the approximate dollar amounts of any revenues, assets, and liabilities
associated with those countries for the last three fiscal years and the subsequent interim
period.   Also, address materiality in terms of qualitative factors that a rea sonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share value.   As you know,
various state and municipal governments, universities, and other inves tors 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 ev idenced by such actions
directed toward companies that have operations associated with Cuba, Sudan, or Syria.

Item 18.  Financial Statements, page 210

Notes to Consolidated Financial Statements, page F -15

Note 1.  Basis of Financial Statements and Sum mary of Significant Accounting Policies, page F -
15

Summary of Significant Accounting Policies, page F -16

3. In an effort to provide more clarity and to differentiate restructured loans from troubled
debt restructuring  (TDRs), please provide to us and revise  your accounting policies for
Loans (F -18 and F -19) and Allowance for Credit Losses (F -20 through F -22), to disclose
the following:

 Differentiate a restructured loan from a troubled debt restructuring.  In this regard,
explain in greater detail how you de termine  if a modification or restructuring is a
TDR.

Nobuyuki Hirano
Mitsubishi UFJ Financial Group, Inc.
December 18, 2013
Page 3

  Explain how modifications to loans (whether restructured or TDRs) within each of
your loan segments are factored into the determination of the allowance for credit
losses.
 Explain how defaults in y our TDRs are factored into the determination of the
allowance for credit losses.

Note 4.  Loans and Allowance for Credit Losses , page F -42

Troubled Debt Restructings, page F -46

4. We note in the final paragraph that you r TDR’s for the Commercial and Residential
segments in the table presented do not include nonaccrual loans with concessions granted
as once a loan is classified as nonaccrual, a modification would have little likelihood of
resulting in the recovery of the loan in view of the severity of  the financial difficulty of
the borrower.  Further more , even if a nonaccrual loan is modified, the loan continues to
be classified as a nonaccrual loan after modification.  Please address the following:

 Although we understand the aforementioned loans are included with your nonaccrual
loans, tell us and clarify in your future filings if you consider those loans to be TDRs
(i.e. within the guidance in ASC 310 -40-15).  If such loans are not considered TDRs,
please explain in sufficient detail why not.
 Considering the bullet point above, please revise your table on page F -44 (Impaired
Loans) to disaggregate your nonaccrual loans from your commercial and residential
loans with concessions, and your restructur ed loans (i.e. TDRs).
 In light of the bullet points above, and your disclosure on page 111 (i.e. substantially
all of your restructured loans are considered troubled debt restructuring s), consider
revising your description  preceding the table on page F -44 to indicate that impaired
loans primarily include nonaccrual loans and  troubled debt restructurings .

5. To increase transparency related to your impaired and restructured loan activity  as
presented on pages F -44 through F -46, please provide to us a nd disclose in future filings,
the following:

 We understand  your table of Troubled Debt Restructurings (TDRs) on page F -46
includes only the activity during the fiscal year ended March 31, 2013.  Supplement or
provide an additional table that present s your aggregate TDRs for the fiscal years ended
2012 and 2013.  Additionally, differentiate and quantify those that are performing versus
non-performing.
 Provide a table that summarizes your outstanding TDRs for fiscal year ended 2012 and
2013 by t ype of concession type (e.g., reduction in stated interest rate, extension of stated
maturity date, partial forgiveness of principal, or a combination of multiple
modifications, etc.) .
 Include a rollforward of your impaired loans for fiscal year s ended 201 2 and 2013 by
type (e.g. nonaccrual, performing TDRs, non -performing TDRs, etc.) that separately

Nobuyuki Hirano
Mitsubishi UFJ Financial Group, Inc.
December 18, 2013
Page 4

 identifies beginning balances, additions, loans removed (e.g. loans written -off, loans
paid-off, etc.), loans transferred between such loan types (e.g. non -accrual to accrual,
etc.) , and ending balances.  The aforementioned is not intended to be all -inclusive.

Note 20.  Earnings Per Common Share Applicable to Common Shareholders of MUFG , page F -
96

6. Please revise your future filings to quantify those securiti es (including stock -based
compensation) that could potentially dilute EPS in the future that were not included in the
computation of diluted EPS because to do so would have been antidilutive.  Refer to ASC
260-10-50-1c.

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 compa ny 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 co mpany
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.

You may contact  Michelle Miller  at (202) 551 -3303 or Hugh West, Accounting Branch
Chief  at (202) 551 -3872  if you have any questions.

Sincerely,

/s/ Hugh West

 Hugh W est
Accounting Branch Chief