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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

May 21, 2010

 VIA
EDGAR

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 U.S.A.

Attention:

Michael Clampitt, Esq.

Senior Attorney

 Mitsubishi UFJ
Financial Group, Inc.

 Form 20-F for Fiscal Year Ended March 31, 2009

Dear Mr. Clampitt:

 We
are submitting this letter on behalf of our client, Mitsubishi UFJ Financial Group, Inc. (the “Registrant”), in response to your letter, dated March 15, 2010. 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, 2009 (the “2009 Form 20-F”).

Set forth below are the Staff’s comments together with the Registrant’s responses to the comments. The proposed form of revised
disclosure set forth in this letter is based on the information included in the 2009 Form 20-F, and does not reflect information from events subsequent to the filing of the 2009 Form 20-F. The Registrant undertakes to provide disclosure in its
future filings substantially in the form proposed in this letter but to update all of the relevant information.

 Risk Factors, page 7

 COMMENT NO. 1: Please undertake in your future filings, to disclose that this section contains all material
risks.

 RESPONSE TO COMMENT NO. 1: The Registrant undertakes to disclose all material risks as part of “Item 3.D.
Key Information—Risk Factors” in its future filings, and intends to revise the preface to that section substantially in the form of Appendix 1 to this letter.

 U.S. Securities and Exchange Commission

 COMMENT NO. 2: Please provide to us and undertake to include in your future
filings, revision of this section to comply with Item 3(D) of Form 20-F which requires that you disclose in this section “risk factors specific to the company or its industry and making an offering speculative or one of high risk....”
Please review each of the thirty four risks you included in this section and either remove or revise those risk factors that are not specific to you or do not pose a high risk including, but not limited to, the following:

•

 the tenth risk factor, which is on page 12, relating to the risks from a downgrade of your credit ratings;

•

 the seventeenth risk factor, which is on page 15, relating to risks of “various system, political and social risks;”

•

 the twentieth risk factor, which is on page 16, relating to risks of your possible violations of laws and from changes in laws;

•

 the twenty-fourth risk factor, which is on page 19, relating to the risks from losses in your pension plan and a decline in returns;

•

 the twenty-sixth risk factor, which is on page 19, relating to the risks from the costs of implementing effective internal controls;

•

 the twenty-seventh risk factor, which is on page 20, relating to unidentified or unanticipated risks;

•

 the twenty-eighth risk factor, which is on page 20, relating to protection of confidential information;

•

 the twenty-ninth risk factor, which is on page 20, relating to the risks from damage to your reputation; and

•

 the thirty-fourth risk factor, which is on page 22, relating to the risks from exchange rate fluctuations.

RESPONSE TO COMMENT NO. 2: The Registrant has reviewed each of the risk factors, and undertakes to do so for future filings, to
ensure that the risk factor disclosure clearly explains how each risk factor applies to the Registrant or its industry. Specifically, the Registrant intends to revise in its future filings the tenth, seventeenth, twentieth, twenty-fourth,
twenty-sixth, twenty-eighth and twenty-ninth risk factors of the 2009 Form 20-F substantially in the form of Appendix 1. It should be noted that the Registrant is a publicly listed company in Japan and the United States, and files
periodic disclosure filings in both jurisdictions. In preparing its periodic filings, the Registrant aims to provide consistent disclosure to all of its investors globally and to avoid selective disclosure. Although some of the risk factor
disclosure may appear obvious to a reader in the United States, the Registrant wishes to retain such disclosure because the Registrant believes such disclosure would assist its investors in Japan and other non-U.S. countries to better understand the
unique risks that the Registrant faces as a global financial institution and as a foreign private issuer listed in the United States.

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 U.S. Securities and Exchange Commission

 The Registrant has reviewed the remaining risk factors and, based on the information
currently available to it, intends to remove the first, twenty-third, twenty-seventh, thirty-first and thirty-fourth risk factors of the 2009 Form 20-F from its future filings. The Registrant also intends to continue to review its risk factor
disclosure in its future filings, and remove the risk factors that may no longer be material to the Registrant or provide updated details about each risk factor in compliance with Item 3(D) of Form 20-F.

COMMENT NO. 3: Please provide to us and undertake to include in your future filings, revision of each of your sub captions, to
comply with the following:

•

 Item 503(c) which requires that you set forth each risk factor under a sub caption that adequately describes the risk;

•

 sample comment 36 to Staff Legal Bulletin No. 7, which directs that you revise each subheading to “ensure it reflects the risk that you
discuss in the text” rather than “merely state a fact about your business… succinctly state in your subheadings the risks that result from the facts or uncertainties;” and

•

 sample comment 37 to Staff Legal Bulletin No. 7, which directs that you revise each subheading to eliminate language that is “too vague and
generic to adequately describe the risk that follows.”

 For instance, the caption to your first and
second risk factors merely state you “may have difficulty” does not comply with the applicable requirements. Please eliminate references such as “other factors” (in the caption to the third risk factor) or “other risks”
(in the caption to the fifth risk factor).

 RESPONSE TO COMMENT NO. 3: The Registrant undertakes to draft the
subheading to each risk factor in its future filings to ensure that the subheading more clearly describes the risk factor. Specifically, the Registrant intends to revise the subheadings for its risk factors in its future filings substantially in the
form of Appendix 1.

 COMMENT NO. 4: Please provide to us and undertake to include in your future filings,
revision of each risk factor to comply with the following:

•

 Securities Act Release No. 33-7497 which requires that you “place any risk factor in context so investors can understand the specific risk as
it applies to your company and its operations;”

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 U.S. Securities and Exchange Commission

•

 sample comment 34 to Staff Legal Bulletin No. 7, which directs that you provide the information investors need to “assess the magnitude”
of each risk and “explain why” each risk may result in a material adverse effect on you; and

•

 sample comment 38 to Staff Legal Bulletin No. 7, which directs that you include “specific disclosure of how your [operations] [financial
condition] [business] would be affected” by each risk.

 For instance, many of your risk factors merely
refer to your “exposure” to various risks. Others merely state that you “may be adversely affected” without any indication of how you could be affected and the magnitude of the risk.

RESPONSE TO COMMENT NO. 4: The Registrant undertakes to place each risk factor in context so investors can understand the specific
risk, to provide specific information necessary to assess the magnitude of each risk, and to include specific disclosure of how its operations, financial condition or business would be affected. Specifically, the Registrant intends to clarify its
risk factor disclosure in its future filings substantially in the form of Appendix 1.

 As noted above, the
Registrant files periodic disclosure filings in Japan as well as in the United States. The Japanese domestic filings rely mainly upon financial information prepared in accordance with Japanese GAAP. The revised risk factor disclosure reflects the
Registrant’s efforts to provide disclosure to investors on a consistent basis globally in its future SEC filings as well as its Japanese domestic filings.

The Registrant respectfully submits that some of the identified risks are also sources of potential profit for the Registrant (such as
the impact of fluctuations in stock prices, interest rates and exchange rates). As a result, the Registrant has focused on explaining the risks to its business and operations to enable investors to understand and assess the risks to the
Registrant’s business and operations and, where appropriate, provided historical examples to illustrate the risk. The Registrant also intends to provide a more detailed summary of its recent year financial highlights in the introduction section
of “Item 5. Operation and Financial Review and Prospects” in its future filings substantially in the form of Appendix 22 to enable investors to easily understand how recent trends described in the various risk factors
affected the Registrant’s financial results and condition.

 Risk Relating to Our Business, page 7

COMMENT NO. 5: Please provide to us and undertake to include in your future filings, revision of the first risk factor, which is
on page 7, as follows:

•

 explain why almost five years after the merger with UFJ you believe the risks from integration are still of such magnitude that they make an offering
of your securities speculative or one of high risk;

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 U.S. Securities and Exchange Commission

•

 disclose when you plan to complete the integration process;

•

 quantify any “significant unanticipated additional costs” from the five year integration process and indicate the extent to which any of
these costs occurred in the past fiscal year;

•

 disclose the extent to which “expected revenue synergies” that you previously disclosed have not materialized due to problems in integrating
the two companies; and

•

 provide a cross reference to more detailed discussion of your continued integration problems, as required by Item 3D of Form 20-F.

 RESPONSE TO COMMENT NO. 5: The Registrant has advised us that when the 2009 Form 20-F was prepared
and filed, the Registrant believed the risks relating to the integration remained significant mainly because the integration of IT systems, on which the Registrant’s business operations are heavily dependent, had only recently been completed.
Management continued to believe the risks remained significant after the integration was completed until management was able to confirm that there were no longer any material problems with the new integrated IT system. Several other Japanese
financial institutions experienced high profile failures or problems while integrating their IT systems following a business combination transaction which resulted in significant reputational damages and other consequences for those financial
institutions. Accordingly, the successful implementation of the Registrant’s integration plan was a very high priority for management.

The most significant part of the integration of the Registrant’s IT systems relating to the Registrant’s commercial and trust
banking subsidiaries was completed in December 2008, and the Registrant has not identified any material problems in its integrated IT system since it was launched. Accordingly, the Registrant has removed this specific risk factor from Appendix
1, and intends to remove the risk factor in future filings.

 COMMENT NO. 6: Please provide to us and undertake
to include in your future filings, revision of the second risk factor, which is on page 8, to replace it with separate risk factors addressing risks specific to you from particular transactions instead of a generic risk factor that addresses
generalized risks from “recently completed and planned mergers and other business combinations.” Please delete references to “various material risks”, “various risks,” and “other risks” and replace them with
descriptions of actual risks that you believe make an offering of your securities speculative or one of high risk. Please provide the information investors need to “assess the magnitude” of each risk and “explain why” each risk
may result in a material adverse effect on you.

 RESPONSE TO COMMENT NO. 6: The Registrant intends to revise the risk
factor in its future filings substantially in the form of Appendix 1 to this letter.

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 U.S. Securities and Exchange Commission

 COMMENT NO. 7: Please provide to us and undertake to include in your future
filings, revision of the fourth risk factor, which is on page 10, to quantify the “large amounts” of marketable equity securities and to quantify the “significant portion” which are securities of Japanese issuers consistent with
sample comment 34 to Staff Legal Bulletin No. 7, which directs that you provide the information investors need to “assess the magnitude” of each risk.

RESPONSE TO COMMENT NO. 7: The Registrant intends to revise the risk factor in its future filings substantially in the form of
Appendix 1 to this letter. Based on the information currently available to it, the Registrant intends to remove from its future filings the second sentence of the sub caption and the last paragraph of the risk factor.

COMMENT NO. 8: Please provide to us and undertake to include in your future filings, revision of the fifth risk factor, which is
on page 10, to separate the risks associated with your trading activities from your investment activities that make an offering of your securities speculative or one of high risk. Please quantify the amount of trading activities and the amount
invested in derivatives consistent with sample comment 34 to Staff Legal Bulletin No. 7, which directs that you provide the information investors need to “assess the magnitude” of each risk. Describe the “variety of financial
instruments” to which you refer.

 RESPONSE TO COMMENT NO. 8: The Registrant intends to revise the risk factor in
its future filings substantially in the form of Appendix 1 to this letter. Specifically, the Registrant proposes to present the risk factors under the subheadings “If the Japanese stock market or other global markets decline in
the future, we may incur losses on our securities portfolio and our capital ratios will be adversely affected,” “Fluctuations in foreign currency exchange rates may result in transaction losses on translation of monetary assets and
liabilities denominated in foreign currencies as well as foreign currency translation losses with respect to our foreign subsidiaries and equity method investees” and “Changes in interest rates could adversely affect the value of our bond
and financial derivative portfolios, problem loans and net interest income.”

 COMMENT NO. 9: Please provide to us
and undertake to include in your future filings, revision of the sixth risk factor, which is on page 11, to address the risks specific to you (as opposed to the generic discussion) from “problem loans” that make an offering of your
securities speculative or one of high risk as follows:

•

 define the term “problem loans;”

•

 quantify the amount of “problem loans” in your loan portfolio consistent with sample comment 34 to Staff Legal Bulletin No. 7, which
directs that you provide the information investors need to “assess the magnitude” of each risk;

•

 provide a breakdown of the types of loans that have been the major causes of losses and the geographic locations of these loans;

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 U.S. Securities and Exchange Commission

•

 replace your generic discussion with a discussion of the particular reasons that you currently face heightened risks of loa