SecProbe.io

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                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
         FUKOKU SEIMEI BUILDING, 2-2 UCHISAIWAICHO 2-CHOME, CHIYODA-KU,
                             TOKYO 100-0011, JAPAN
            TELEPHONE (813) 3597-8101    FACSIMILE (813) 3597-8120

                                February 28, 2006

VIA EDGAR

U.S. Securities and Exchange Commission
100 F Street, NE
Washington DC, 20002, USA
Attention:   Ms. Joyce Sweeney
             Accounting Branch Chief

                      MITSUBISHI UFJ FINANCIAL GROUP, INC.
                 FORM 20-F FOR FISCAL YEAR ENDED MARCH 31, 2005
                 ----------------------------------------------

Dear Ms. Sweeney:

                  We are submitting this letter on behalf of our client,
Mitsubishi UFJ Financial Group, Inc. (the "Registrant"). We appreciate the
Staff's accounting review of the Registrant's previous annual report on Form
20-F for the fiscal year ended March 31, 2005 (the "Form 20-F"), and the
Staff's comments with respect to applicable disclosure requirements and
enhanced disclosure in the Registrant's future filings.

                  Set forth below are the comments of the Staff transmitted in
your letter dated February 23, 2006 together with the Registrant's responses
to those comments.

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - INVESTMENT SECURITIES, PAGE F-25

COMMENT NO. 1. We note your disclosure on page 59 that as part of the business
revitalization plan of Mitsubishi Motors, Bank of Tokyo-Mitsubishi and
Mitsubishi Trust Bank purchased common and preferred shares of Mitsubishi
Motors, including amounts related to a debt-for-equity swap. Please tell us
and in future filings disclose the following regarding these transactions:

      o       the terms and carrying amount of debt swapped for equity;

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U.S. Securities and Exchange Commission                                      2

      o       how the equity investments are carried on your balance sheet
              (i.e. fair market value or cost); and

      o       specifically how you presented these transactions in your
              Statements of Cash Flows.

                  RESPONSE TO COMMENT NO. 1. The Registrant has advised us
that in connection with the business revitalization plan of Mitsubishi Motors
Corporation ("MMC") announced in May 2004, The Bank of Tokyo-Mitsubishi Ltd.
("Bank of Tokyo-Mitsubishi") and The Mitsubishi Trust and Banking Corporation
("Mitsubishi Trust Bank") subscribed for MMC preferred shares in June 2004
through a debt-for-equity swap relating to (Y)130 billion aggregate principal
amount of loans previously extended to MMC. In addition, in connection with a
new business revitalization plan of MMC announced in January 2005, Bank of
Tokyo-Mitsubishi subscribed for additional MMC preferred shares through a
debt-for-equity swap relating to (Y)54 billion aggregate principal amount of
loans on March 10, 2005, and Mitsubishi Trust Bank also subscribed for
additional MMC preferred shares through a debt-for-equity swap relating to
(Y)10.2 billion aggregate principal amount of loans on March 22, 2005.

                  Prior to the debt-for-equity swap transactions described
above, the Registrant had extended to MMC and its subsidiaries several
commercial loans under standard terms available to similarly situated
corporate borrowers. The Registrant provided allowance for credit losses with
respect to the loans extended to MMC and its subsidiaries in accordance with
its general loan valuation allowance policy described in the Form 20-F.

                  In connection with each of the three debt-for-equity swap
transactions described above, the Registrant received the MMC preferred shares
in full satisfaction of the relevant commercial loans that were subject to the
debt-for-equity swap transaction. On the dates of the debt-for-equity swap
transactions, the Registrant recorded the MMC preferred shares as "Other
investments securities" on the Registrant's consolidated balance sheet at fair
value. In determining fair value, the Registrant utilized the fair value of
the loans swapped because such value was more clearly evident than the fair
value of the MMC preferred shares received, in accordance with SFAS 15,
paragraph 28, footnote 16. The Registrant determined that the fair value of
the loans subject to the debt-for-equity swap transaction was more clearly
evident than the fair value of the MMC preferred shares received at the time
of transaction due to the following factors:

      o       The MMC preferred shares are not traded publicly and the market
              price of the MMC preferred shares is not observable. In
              addition, the MMC preferred shares were issued specifically for
              the debt-for-equity swap transaction and there are no comparable
              instruments that the Registrant can look to in the market place.

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      o       At the time of the debt restructuring, it was impracticable to
              determine the amounts of future cash flows from the borrower
              with a sufficient level of certainty, as is often the case for
              debt restructurings, because MMC's restructuring was at a very
              preliminary stage. As a result, a discounted cash flow method
              was viewed as inappropriate to provide a meaningful and
              practicable basis for valuing the MMC preferred shares.

      o       On the other hand, the fair value of the loans was more clearly
              and reasonably determinable based on the Registrant's credit
              monitoring procedures and methodology for measuring its loan
              valuation allowance.

                  The Registrant recorded the MMC preferred shares received at
the fair value of the loans swapped, which was equal to the aggregate carrying
amount of the loans, net of allowance. Accordingly, the Registrant did not
recognize any gain or loss for the period with respect to the debt-for-equity
swap transactions.

                  Subsequent to the debt-for-equity swap transactions, the
Registrant has accounted for the MMC preferred shares at cost in accordance
with Accounting Principles Board No. 18 (APB 18). Additionally, the Registrant
periodically reviews the MMC preferred shares for possible impairment in
accordance with APB 18. For purposes of periodic impairment testing, the
Registrant typically utilizes various commonly-accepted option valuation
models to determine the fair value of non-marketable investment securities,
including the MMC preferred shares. For example, the Registrant's major
banking subsidiary, Bank of Tokyo-Mitsubishi UFJ, applies the Monis
convertibles pricing model (which the Registrant believes is commonly used to
value non-marketable convertible securities). This valuation model takes into
account a number of factors, including the price of the underlying common
stock, volatility and dividend payments, and computes the value of the
convertible securities using trinomial trees.

                  The Registrant recorded the debt-for-equity swaps as cash
transactions - (1) collections of loans and (2) purchases of preferred shares,
reflecting the fact that cash changed hands between the two parties.
Accordingly, the Registrant presented these transactions as "Decrease in
loans" and "Purchases of other investment securities" in the its consolidated
statement of cash flows.

                  The Registrant intends to revise the disclosure as requested
in its future filings, and intends to disclose the aggregate carrying amount
of debt swapped for equity, including transactions with borrowers other than
MMC, in the form of Appendix 1 attached to this letter.

                  The Registrant believes the carrying amount of loans, net of
allowance, which the Registrant intends to disclose in the form of Appendix 1
generally reflects the fair value of the loans subject to the debt-for-equity
transactions. Typically, the

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Registrant provides allowance for credit losses based on management's estimate
of probable losses on loans in accordance with SFAS 114. In particular, when a
large-balance, non-homogeneous loan has been individually determined to be
impaired, the Registrant evaluates such loan individually and provides an
allocated allowance for such specifically identified problem loan by using
various techniques, including the fair value of collateral, to estimate the
losses. When the Registrant determines that real estate collateral should
serve as the basis for determining the carrying amount of a loan, the
Registrant will conduct in-house valuation of such real estate collateral
utilizing various pricing methods. In certain prescribed circumstances, such
as when the real estate collateral is estimated to have a value of (Y)5
billion or more, the Registrant will be required to obtain an independent
appraisal of the real estate. Until March 2005, the Registrant typically
valued its collateral-dependent loans at 90% of the appraisal value of the
underlying real estate collateral.(1) Since April 2005, the Registrant has
recorded the full appraisal value of the underlying real estate collateral as
the fair value of a loan because of the general increase in real estate prices
in Japan.

NOTE 6 - LOANS

LOAN SECURITIZATION, PAGE F-34

COMMENT NO. 2. We note your disclosure that you did not possess any retained
interests associated with your mortgage loan securitizations at March 31, 2005.
We also note that you provide servicing and advancing line for loans transferred
to the trust. Please tell us the following regarding your securitizations:

      o       the nature and terms of the securitization transactions;

      o       the gross and carrying amount of servicing asset or liability
              recorded resulting from your obligation to service the
              transferred loans; and

      o       describe how you provide an advancing line for loans transferred
              to the trust.

                  RESPONSE TO COMMENT NO. 2. The Registrant has advised us as
follows:

                  NATURE AND TERMS OF THE SECURITIZATION TRANSACTIONS. The
securitization transactions referred to in Note 6 on page F-34 relate to the
issuance of commercial mortgage-backed securities. In these transactions, the
Registrant transferred its non-recourse mortgage loans to a trust account.
This transfer was accounted for as a sale, because the transfer satisfies the
sale accounting criteria defined in paragraph 9 of SFAS 140, as follows:

------------
(1)   Between 1999 and 2005, the ratio of foreclosure sale price to appraisal
      value has ranged between 90% and 100%.

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      o       The transferred loans have been legally isolated from the
              Registrant.

      o       The trust, the transferee of loans, has a fully ownership right
              of the transferred loans.

      o       The Registrant does not maintain effective control over the
              transferred loans as there is no agreement that both entitles
              and obligates the Registrant to repurchase or redeem transferred
              loans and/or that entitle the transferor to unilaterally cause
              the trust to return transferred assets.

                  In exchange for the transfer of the loans, the Registrant
receives five classes of beneficial interests, all of which were sold to the
outside investors. After the transfer, the Registrant engages in a servicing
activity of the loan under a master servicing agreement and provides an
advancing line to the trust account. However, special servicing, when
necessary, is to be provided by a third party servicer.

                  The five classes of beneficial interests are: Class A, Class
B, Class C, Class D and Class X. Class X is an interest-only beneficial
interest and no principal amount is set. Other classes have principal of
(Y)6,100 million, (Y)1,200 million, (Y)900 million and (Y)266 million,
respectively. Dividends to Class A and Class X are secured by the advancing
line that the Registrant provides. The principal payment is to be made with
the priority from Class A, Class B, Class C to Class D.

                  SERVICING ASSET/LIABILITY. In the Registrant's financial
statements, the Registrant recorded no servicing asset/liability for the
transfer. The Registrant engages in the master servicing activity with the
compensation being a fee commensurate with those on similar servicing
transactions. Further, the Registrant believes no significant amount of
servicing assets and/or liabilities are to be recognized from the transactions
as the maximum servicing fee throughout the total servicing period is
estimated to be (Y)2 million based on the annual servicing fees of 0.005%
applied to the outstanding loans of (Y)8,466 million, with the maximum
residual loan term being four years plus several months.

                  ADVANCING LINE. An advancing line is provided to the trust
only to adjust the timing difference of loan repayments from loan obligors to
the trust account and the payment stream of dividends to the beneficiaries, in
case that the delay of the interest repayment from debtors causes a shortage
of funds to pay dividends to the holder of Class A and Class X beneficial
interests. Advances are provided on the condition that the Registrant has no
suspicion of the future repayment of advance.

NOTE 10 - INCOME TAXES, PAGE F-38

COMMENT NO. 3. We note your disclosure on page F-41 that you recorded
reductions to your deferred tax valuation allowance for fiscal years ended
March 31, 2004 and 2005

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which primarily reflected a decrease of operating loss carryforwards of your
domestic subsidiaries. Please tell us and in future filings disclose why there
was a decrease of operating loss carryforwards and how you determined the
amount of your deferred tax valuation allowance as of March 31, 2004 and March
31, 2005. In your analysis, please describe how the March 2004 extension of
the period for operating loss carryforwards from 5 to 7 years impacted your
analysis. Refer to paragraphs 20 - 26 of SFAS 109.

                  RESPONSE TO COMMENT NO. 3. The Registrant has advised us
that the operating loss carryforwards ("NOL") decreased primarily because they
were utilized as the Registrant and its subsidiaries earned taxable income for
the fiscal year ended March 31, 2004 and 2005. The operating loss
carryforwards which expired unused was less than 5% of the NOL balances as of
March 31, 2004 and 2005.

                  The Registrant disclosed the following in the Form 20-F
under "Item 5. Operating and Financial Review and Prospects-Critical
Accounting Estimates-Valuation of Deferred Tax Assets":

         "In determining a valuation allowance, we perform a review of future
         taxable income (exclusive of reversing temporary differences and
         carryforwards) and future reversals of existing taxable temporary
         differences."

                  As such, taxable income was estimated for each subsidiary to
determine whether deferred tax assets were more likely than not to be utilized
in foreseeable future periods, using forecasted operating results, based on
recent historical trends and approved business plans, the eligible
carryforward periods and other relevant factors.

                  In March 2004, the Japanese government extended the period
for operating loss carryforwards from five years to seven years under the
corporate tax law. However, this extension of the carryforward period did not
mater