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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

                               September 7, 2006

VIA EDGAR

U.S. Securities and Exchange Commission
100 F Street, NE
Washington DC, 20549, U.S.A.
Attention:  Ms. Cecilia D. Blye
            Chief, Office of Global Security Risk

                     Mitsubishi UFJ Financial Group, Inc.
               Form 20-F/A for Fiscal Year Ended March 31, 2005
               ------------------------------------------------

Dear Ms. Blye:

              We  are  submitting   this  letter  on  behalf  of  our  client,
Mitsubishi UFJ Financial  Group,  Inc. (the  "Registrant") in response to your
letter,  dated  August  16,  2006,  addressed  to Mr.  Nobuo  Kuroyanagi,  the
Registrant's  President and Chief Executive Officer. We appreciate the Staff's
review of and  comments to the  Registrant's  previous  annual  report on Form
20-F/A for the fiscal year ended March 31, 2005 (the "Form 20-F/A").

              Set forth below are the comments of the Staff  together with the
Registrant's responses to those comments.

              COMMENT  NO.  1.  We  note  on  your  website  that  you  have a
representative office in Iran. In addition, public media reports indicate that
you have loaned monies to Iranian  financial  institutions  and other entities
affiliated with the Iranian government.  Iran is identified as a state sponsor
of terrorism by the U.S.  State  Department,  and is subject to U.S.  economic
sanctions  and  export  controls.  Your  Form  20-F  contains  no  information
regarding your business  activities  related to, or contacts with Iran. Please
describe  for us in  reasonable  detail  the  nature  and extent of your past,
current,  and anticipated  business  activities  related to, or contacts with,
Iran,  whether through  subsidiaries,  affiliates,  joint  ventures,  or other
direct  or  indirect   arrangements.   Describe  any  business  contacts  with
individuals  or  entities   affiliated  with  or  controlled  by  the  Iranian
government.  Identify any  state-owned  entities that have received  financing
form, or arranged by, you, and the uses made of the funds received.

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U.S. Securities and Exchange Commission                                      2

              RESPONSE  TO COMMENT NO. 1. The  Registrant  has advised us that
its  operations  with  entities in Iran are limited and consist  primarily  of
loans to Iranian financial institutions in the form of financing for petroleum
projects  and trade  financing  for general  commercial  purposes,  as well as
letters of credit and foreign exchange services. These loans and services were
provided  by  the   Registrant's   wholly  owned   subsidiary,   The  Bank  of
Tokyo-Mitsubishi   UFJ,  Ltd.   (including  its  predecessors,   The  Bank  of
Tokyo-Mitsubishi, Ltd. and UFJ Bank Limited).

              As of March 31, 2006, the total outstanding amount of such loans
made by the  Registrant  to  entities  in or  affiliated  with  Iran and other
countries  identified as state sponsors of terrorism (Cuba, North Korea, Sudan
and Syria) did not exceed $1,100 million,  representing  less than 0.1% of its
total assets as of March 31, 2006.(1)

              The    Registrant's    wholly   owned    subsidiary    Bank   of
Tokyo-Mitsubishi  UFJ also has a small  representative  office in Tehran, Iran
staffed by seven  employees  (one  employee  seconded from Japan and six local
employees as of March 31, 2006). This representative office's primary function
is  to  collect   local   economic  and  political   information,   facilitate
currency-exchange, deposit and other banking services with the Iranian central
bank and support economic relief efforts by the Japanese government.

              The Registrant currently does not plan to increase significantly
the size or alter the nature of its operations in Iran.

              COMMENT NO. 2. Please  discuss the  materiality  of the business
activities or other contacts  described in response to the foregoing  comment,
and whether  they  constitute  a material  investment  risk for your  security
holders. You should address a materiality in quantitative terms, including the
dollar amounts of any associated  revenues,  assets,  and liabilities.  Please
also address  materiality  in terms of  qualitative  factors that a reasonable
investor would deem important in making an investment decision,  including the
potential impact of corporate activities upon a company's reputation and share
value.

              RESPONSE  TO COMMENT  NO. 2. The  Registrant  believes  that its
lending  operations  with  entities  in  Iran  do not  constitute  a  material
investment  risk to its  security  holders.  This  conclusion  is based on the
Registrant's  evaluation of the quantitative figures presented in the response
to Comment No. 1 above, as well as qualitative  factors such as the nature and
impact of those lending operations on its corporate reputation and share value
based on what a reasonable  investor would likely consider  material in making
an investment decision with respect to the Registrant's securities.

              From  a  quantitative   standpoint,   the  Registrant's  lending
operations  with entities in Iran comprise a very minor portion of its overall
lending business.  As noted above, the total outstanding  amount of such loans

--------
(1)  Based on the Registrant's  preliminary estimate of its total assets as of
     March 31, 2006.  The  Registrant  is currently  finalizing  its U.S. GAAP
     financial  statements  for the fiscal year ended March 31, 2006, but does
     not expect any substantial deviation from the estimate.

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U.S. Securities and Exchange Commission                                      3

made by the Registrant to entities in Iran  represented  less than 0.1% of its
total assets as of March 31, 2006.  Accordingly,  the Registrant considers its
operations in Iran to be quantitatively immaterial to its business,  financial
condition and results of operations.

              The Registrant further believes that qualitative  factors do not
render its  operations  with  entities  in Iran  material.  In  reaching  this
conclusion,  the Registrant  has considered the nature of its operations  with
entities in Iran, as well as the potential  reputational  impact and potential
impact on the value of its publicly  traded  shares of dealing with  countries
such  as  Iran in  assessing  whether  and how  such  transactions  should  be
disclosed in its filings with the Staff. The Registrant's  lending  operations
with entities in Iran comprise an  immaterial  portion of its overall  lending
business,  and to the best of its knowledge the funds provided to borrowers in
Iran have been used primarily for financing of petroleum  projects and general
commercial  trade.  Accordingly,  the  Registrant  does  not  believe  that  a
reasonable  investor  would consider its lending  operations  with entities in
Iran material when making an investment decision.

                  For the reasons described above, the Registrant does not
believe that its past and current operations with entities in Iran should be
considered a material investment risk to investors. Nevertheless, to enhance
its ongoing disclosure of potential risks the Registrant proposes to include
additional risk factor disclosure in its annual report on Form 20-F for the
fiscal year ended March 31, 2006 substantially in the form set out in Annex A
hereto. The Registrant will also carefully monitor its operations in Iran and
any other country identified as a state sponsor of terrorism, and include in
future Exchange Act filings any appropriate disclosure concerning those
activities and the risks of doing business in those countries.

                                     * * *

              In connection with responding to the comments of the Staff,  the
Registrant acknowledges that:

              o        the  Registrant  is  responsible  for the  adequacy and
                       accuracy of the disclosure in the filings;

              o        staff  comments or changes to disclosure in response to
                       staff  comments do not  foreclose the  Commission  from
                       taking any action with respect to the filings; and

              o        the  Registrant  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.

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U.S. Securities and Exchange Commission                                      4

              Please contact the  undersigned at  +81-3-3597-8101  (fax number
+81-3-3597-8120)  if we may be of help in  answering  any  questions  that may
arise in connection with your review of this letter.

                                                  Sincerely,

                                                  /s/ Tong Yu
                                                  --------------------------
                                                  Tong Yu

cc:     Donald A. Walker
        Pradip Bhaumik
             U.S. SECURITIES AND EXCHANGE COMMISSION

        Mitsubishi UFJ Financial Group, Inc.

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U.S. Securities and Exchange Commission                                      5

                                    ANNEX A

              TRANSACTIONS WITH COUNTERPARTIES IN COUNTRIES  DESIGNATED BY THE
U.S.  STATE  DEPARTMENT AS STATE SPONSORS OF TERRORISM MAY LEAD SOME POTENTIAL
CUSTOMERS  AND  INVESTORS  IN THE U.S.  AND  OTHER  COUNTRIES  TO AVOID  DOING
BUSINESS WITH US OR INVESTING IN OUR SHARES.

              We, through our banking subsidiary, engage in limited operations
with entities in or affiliated with Iran and Cuba, including transactions with
entities  owned or  controlled  by the Iranian or Cuban  governments,  and the
banking  subsidiary  has a  representative  office  in Iran.  The  U.S.  State
Department has designated  Iran and Cuba as "state sponsors of terrorism," and
U.S.  law  generally  prohibits  U.S.  persons from doing  business  with such
countries. Our activities with counterparties in or affiliated with Iran, Cuba
and other  countries  designated as "state sponsors of terrorism" are designed
to ensure compliance with both applicable Japanese and U.S. regulations.

              Our operations with entities in Iran consist  primarily of loans
to Iranian  financial  institutions  in the form of  financing  for  petroleum
projects  and trade  financing  for general  commercial  purposes,  as well as
letters of credit and foreign exchange services.  In addition, we extend trade
financing for general  commercial  purposes to a corporate  entity  affiliated
with Cuba.  We do not  believe  our  operations  relating to Iran and Cuba are
material to our business,  financial  condition and results of operations,  as
the  loans  outstanding  to  borrowers  in or  affiliated  with  Iran and Cuba
represented less than 0.1% of our total assets as of March 31, 2006.

              We are aware of  initiatives by U.S.  governmental  entities and
U.S.  institutions  such as pension funds, to adopt or consider adopting laws,
regulations  or policies  prohibiting  transactions  with or investment in, or
requiring  divestment  from,  entities  doing  business  with  Iran and  other
countries identified as state sponsors of terrorism.  It is possible that such
initiatives may result in our being unable to gain or retain entities  subject
to such  prohibitions as customers or as investors in our shares. In addition,
depending on socio-political developments our reputation may suffer due to our
association  with  these  countries.  The  above  circumstances  could  have a
significant adverse effect on our business or the price of our shares.

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