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Correspondence

 PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

 FUKOKU SEIMEI BUILDING, 2-2 UCHISAIWAICHO 2-CHOME,

 CHIYODA-KU, TOKYO 100-0011, JAPAN

 April 6, 2009

 VIA EDGAR

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington D.C. 20549, U.S.A.

Attention:

Mr. Hugh West

Accounting Branch Chief

 Mitsubishi UFJ Financial Group, Inc.

 Form 20-F for Fiscal Year Ended March 31, 2008

 Dear Mr. West:

 We are submitting this letter on behalf of our client, Mitsubishi UFJ Financial Group, Inc. (the “Registrant”) in response to your letter,
dated March 24, 2009, addressed to Mr. Hiroshi Saito, the Registrant’s Senior Managing Director and Chief Financial Officer. We appreciate the Staff’s review of and comments to the Registrant’s previous annual report on Form
20-F for the fiscal year ended March 31, 2008.

 Set forth below are the Staff’s comments together with the Registrant’s
responses to these comments.

 Note 10 – Goodwill and Other Intangible Assets, p. F-50

 COMMENT NO. 1: We note you recorded goodwill impairment charges totaling ¥893.7 billion for the fiscal year ended March 31, 2008 and that the majority of
these charges relate to your domestic segment, specifically the Bank of Tokyo-Mitsubishi Corporate reporting unit. Please provide us with additional details regarding the impairment analyses performed:

•

 Provide us with a list (in tabular format) of each reporting unit (including the segment to which the reporting unit relates) and identify the respective unit fair
value, carrying amounts, and reporting unit goodwill;

•

 Identify each unit that was tested for impairment and discuss the specific technique used to determine unit fair value;

U.S. Securities and Exchange Commission

 2

•

 Identify specifically which reporting units, if any, required the second step of impairment testing. Tell us the results of such testing, and include a discussion
of the fair value of your loans for this purpose, and any previously unrecognized intangible assets identified;

•

 For those reporting units that required second step testing (as noted above), tell us whether you used a third party valuation firm to assist in the determination
of fair value for your reporting units. If so, please tell us the type of report issued by the valuation firm, and how managements used this information to arrive at the fair values ultimately used, including discussions of whether any adjustments
made to the fair values discussed in any report obtained; and

•

 Tell us whether management performed any “reasonableness” test or validation procedures of the fair values assumed for the reporting units. For example,
tell us whether management reconciled the fair values of the reporting units to the market capitalization of the company, and if so, the results of such testing.

 RESPONSE TO COMMENT NO. 1: The following table sets forth the details of the Registrant’s reporting units that were tested for impairment and, if applicable, related recorded goodwill impairment losses
recorded as of the annual goodwill impairment testing date of March 31, 2008:

 Reporting Unit

 Business

 Segment

 Valuation

 Methodology

Was First
Step of
Impairment
Testing
Required?

Was Second
Step of
Impairment
Testing
Required?

Goodwill
Impairment
Loss

(in millions)

 BTMU –

 Retail

Retail

Income Approach

Yes

No

—

 MUN

Retail

Market Approach

Yes

No

—

 Corporate

Corporate–Domestic

Income Approach

Yes

Yes

¥
(828,786
)

 Global

Corporate–Overseas

Income Approach

Yes

No

—

 UNBC

Corporate–UNBC

Market Approach

Yes

No

—

 Treasury

Global Markets

Net Assets

Yes

No

—

 Trust

Trust

Income Approach

No

—

—

 Total

(828,786
)

 MUTB –

 Retail

Retail

Income Approach

No

—

—

 Corporate

Corporate–Domestic

Income Approach

No

—

—

 Real Estate

Corporate–Domestic

Income Approach

Yes

Yes

(14,950
)

 Securities

Corporate–Domestic

Income Approach

No

—

—

 Global

Corporate–Overseas

Income Approach

No

—

—

 Trust

Trust

Income Approach

Yes

No

—

 Treasury

Global Markets

Net Assets

No

—

—

 Total

(14,950
)

 MUS –

 Retail

Retail

Income Approach

Yes

Yes

(10,154
)

 Corporate

Corporate–Domestic

Income Approach

Yes

Yes

(39,831
)

 Global

Corporate–Overseas

Net Assets

No

—

—

 Trust

Trust

Income Approach

No

—

—

 Total

(49,985
)

 MUAM –

 Trust

Trust

Income Approach

Yes

No

—

 Total

¥
(893,721
)

 The Registrant is supplementarily submitting to the Staff on a confidential basis the respective
fair values, carrying amounts and goodwill associated with each reporting unit.

U.S. Securities and Exchange Commission

 3

 Techniques to Estimate Fair Value

 Several valuation techniques were utilized to estimate fair values of reporting units for the purpose of the annual goodwill impairment test as indicated
in the above table. The primary methodology used to estimate the fair value was the income approach. The forecasted cash flows of the reporting units were discounted by using appropriate rates of return. Similar listed companies were identified and
market multiples developed solely to support the findings of the income approach (taking into account specific differences between the subject reporting units and the similar listed companies). The similar listed companies provided insight into
determining appropriate market participant costs of equity for each reporting unit.

 Since Mitsubishi UFJ NICOS Co., Ltd. (BTMU-MUN) and
UnionBanCal Corporation (BTMU-UNBC) were publicly traded companies as of the testing date (March 31, 2008), the fair values of these reporting units were based on their respective market capitalizations as of the testing date adjusted to add a 15%
control premium, which is the same premium as the control premium applied for the overall market capitalization of the Registrant.

 For
other reporting units, fair values were estimated based on the net asset value of reporting units with fair value adjustments for significant assets and liabilities that were accounted for on an amortized cost basis as well as recognition of fair
value of unrecognized intangible assets, because the majority of assets and liabilities within those reporting units are accounted for at fair value.

 Fair Value of Loans and Previously Unrecognized Intangible Assets Identified in Second Step of Impairment Testing

 In order to perform the second step of impairment testing under paragraph 20 of SFAS No. 142, the Registrant applied the business combination
guidance of SFAS No. 141 and allocated the fair value of the reporting units to all of the assets and liabilities of the units. Within this process, the Registrant considered the fair value of the loan portfolios and identification of
unrecognized intangible assets as further described below. Through this process, the implied fair value of the goodwill was determined which resulted in impairment in each of the reporting units noted above. In each reporting unit, the full amount
of the goodwill was determined to be impaired resulting in the impairment charge of ¥893,721 million in total.

U.S. Securities and Exchange Commission

 4

 Loans

 The fair values of loans are estimated for groups with similar characteristics, including type of loan, credit quality and remaining maturity. In incorporating the credit risk factor, management concluded that the
allowance for credit losses adequately adjusts the related book values for credit risk. For floating-rate or adjustable-rate loans, which mature or are repriced within a short period of time, the carrying values are considered to be a reasonable
estimate of fair values. For fixed-rate loans, market prices are not generally available and the fair values are estimated by discounting the estimated future cash flows based on the contracted maturity of the loans. The discount rates are based on
the current market rates corresponding to the applicable maturity. Where quoted market prices or estimated fair values are available, primarily for loans to refinancing countries, loans held for dispositions or sales and certain other foreign loans,
the fair values are based on such market prices and estimated fair values, including secondary market prices. For impaired loans, the fair values are generally determined on an individual basis by discounting the estimated future cash flows and may
be based on the appraisal value of underlying collateral as appropriate.

 Previously Unrecognized Intangible Assets Identified

 The following is a list of previously unrecognized identifiable intangible assets of the Registrant for reporting unit, as of the
testing date:

•

 BTMU-Corporate

–

 Core deposit intangibles;

–

 Overdraft relationships;

–

 Software systems; and

–

 Favorable trade name license.

•

 MUS-Retail

–

 Software systems; and

–

 Favorable trade name license.

•

 MUS-Corporate

–

 Customer relationships (sales & trading institutional and investment banking);

–

 Software systems; and

–

 Favorable trade name license.

U.S. Securities and Exchange Commission

 5

 Fair value of core deposit intangibles: The fair value of core deposit intangible, or
“CDI,” was estimated based on a derivation of the income approach known as the “cost savings method.” Under the “cost savings method,” the fair value of an asset is estimated based on the future costs saved due to
ownership of the asset. Specifically, the Registrant used a “favorable financing approach” of the cost savings method to estimate the fair value of the intangible assets associated with the liabilities held in the form of core deposits
(i.e., the CDI). This approach is based on the premise that a rational investor will pay a premium to obtain a set of core deposits only if they represent a cheaper source of funding than the investor’s marginal cost of funds.

 Fair value, under this approach, represents the maximum premium a typical investor would be willing to pay to obtain this source of
funding. The Registrant’s analysis assumes the marginal cost of funds is a blended rate of call money and fixed rates on three-month certificates of deposit.

 Relationship based intangible assets: Relationship based intangible assets include overdraft relationships and customer relationships (sales & trading institutional, and investment banking). The fair
values of the relationship based intangible assets are estimated based on a derivation of the income approach known as the “residual income method.” This form of the income approach is based on the present value of the future residual cash
flow attributable to the intangible asset after recognition of returns to complimentary assets such as favorable trade name license, fixed assets, software and assembled workforce.

 Software systems: Software systems are internally developed software systems that are currently being used. The fair values of the software
systems were estimated based on the cost savings approach. This valuation methodology uses the concept of replacement cost as an indicator of value. The premise of the cost approach holds that a prudent investor would pay no more for an asset than
the amount for which the asset could be replaced. Replacement costs are typically adjusted for loss in value due to physical deterioration, functional obsolescence and/or economic obsolescence.

 Favorable trade name license: The fair value of the Mitsubishi UFJ trade name was estimated based on a variation of the income approach known as
the discounted-cash-flow-relief-from-royalty method.

U.S. Securities and Exchange Commission

 6

 Use of Third Party Valuation Firm

 The Registrant engaged an independent valuation firm to assist in a part of the Registrant’s annual impairment testing of goodwill, and the valuation
firm issued a valuation report. We understand that the type of the valuation report the Registrant received, while not indicating that it was a “detailed report” as described in AICPA Statement on Standards for Valuation Services No. 1,
Valuation of a Business, Business Ownership Interest, Security, or Intangible Asset, was substantively consistent with that type of report. The scope of the independent valuation firm’s services was to assist the Registrant with its
estimation of the fair value of all of the reporting units as well as unrecognized intangible assets of BTMU-Corporate, MUS-Retail and MUS-Corporate. The Registrant provided information, such as historical and prospective financial and operating
information, as well as other key inputs to the independent valuation firm.

 The Registrant discussed operating characteristics and
provided commentary that were considered by the independent valuation firm in their estimation of fair value. The Registrant did not make any adjustments to the values obtained from the valuation firm’s report.

 Reconciliation to Overall Market Capitalization

 The first step of the goodwill impairment analysis under SFAS 142 requires a determination of the fair value of the reporting units, as of the testing date. The concluded fair values of the reporting units are then
compared to the carrying values of the respective reporting units to ascertain if impairment exists. This process includes a “reasonableness” test by analyzing (reconciling within reason) the sum of the fair values of all the
Registrant’s reporting units, including any corporate adjustments, in comparison to the Registrant’s overall market capitalization as of the testing date. The Registrant’s overall market capitalization was determined based on the
aggregate public market value of the Registrant’s common shares, including of a control premium of 15% (to reflect the element of control in comparison to the minority interest indicated by the publicly traded share price) plus the fair value
of the Registrant’s preferred shares.

 The Registrant is supplementarily submitting to the Staff on a confidential basis the fair
values of the reporting units and the reconciliation to the overall market capitalization of the Registrant.

 Note 31 – Estimated Fair Value of
Financial Instruments, p. F-107

 COMMENT NO. 2: We note your disclosure on page 10 (Risk Factors — the valuation of certain financial
instruments relies on quoted market prices that may fluctuate significantly) that as the global financial markets became unstable following concerns of increased defaults of higher mortgages in the United States, there have been increased
circumstances where quoted market prices for securities became significantly depressed or were not properly quoted. Please tell us in detail how you determined fair values of securities as reported on your consolidated balance sheets in those
circumstances. Additionally, quantify the fair values of these securities as of March 30, 2008.

U.S. Securities and Exchange Commission

 7

 RESPONSE TO COMMENT NO. 2: The following table provides the types and amounts of securities measured at fair
value on a recurring basis on the consolidated balance sheets as of March 31, 2008:

 (Yen in million)

 Trading account assets:

 Trading securities:

 Japanese government, prefectural and municipal bonds (a), (b)

¥
4,540,158

 Commercial paper (e)

1,401,970

 Equity securities, foreign government bonds and other securities (c), (h)

3,940,292

 Total

9,882,420

 Investment securities:

 Securities available for sale:

 Debt securities:

 Japanese national government and Japanese government agency bonds (a), (b)

16,185,893

 Japanese prefectural and municipal bonds (b)

208,230

 Foreign government and official institutions bonds (c)

3,670,823

 Corporate bonds (d)

5,407,969

 Mortgage-backed securities (f)

3,438,660

 Other debt securities (g)

3,474,067

 Marketable equity securities (h)

6,343,659

 Total

38,729,301

 Other investment securities:

 Non marketable equity securities subject to specialized industry accounting principles in AICPA Guides (i)

66,038

 Total

38,795,339

 Gr