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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

August 16, 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, 2010

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 August 10, 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”) as well as the Registrant’s previous letter submitted on May 21, 2010.

The Registrant completed the preparation of its annual report on Form 20-F for the fiscal year ended March 31, 2010 (the “2010
Form 20-F”), and has filed the same on the date hereof. To the extent applicable, the Registrant reflected the Staff’s comments in the 2010 Form 20-F. In addition, the Registrant undertakes to reflect the Staff’s comments in its
future filings.

 Set forth below are the Staff’s comments together with a brief description of how the Registrant has
reflected the comments in the 2010 Form 20-F or supplemental information to respond to the comments.

 U.S. Securities and Exchange Commission

Risk Factors, page 7

COMMENT NO. 1: We note your proposed response to comment 2 of our letter to you dated March 15, 2010 and note your claim that
the risks you have included are “unique risks” to you. As we requested, please revise this section to comply with Item 3(D) of Form 20-F which requires that you disclose in this section risk factors that are “specific to the
company or its industry”. Please further review each of the following risks and consider either deleting them or particularizing the risk to the company:

•

 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-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 thirtieth risk factor relating to the risks you are unable to hire and retain qualified employees.

In addition, revise the tenth risk factor, which is on page 12, relating to the risks from a downgrade of your credit ratings, to describe
to reason that you believe there is a significant risk that your credit ratings will be downgraded.

 RESPONSE TO COMMENT
NO. 1: The Registrant has reviewed the risk factors listed above to consider whether deletion of those risk factors would allow investors to more easily comprehend the remaining risk factors. Based on the information currently available to the
Registrant, the Registrant has elected to delete those risk factors from the 2010 Form 20-F.

 COMMENT NO. 2: We note
your proposed response to comment 4 of our letter to you dated March 15,2010 asking you to revise this section to comply with the requirements of Securities Act Release No. 33-7497 that you “place any risk factor in context so
investors can understand the specific risk as it applies to your company and its operations” and 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 which directs that you include “specific disclosure of how your [operations] [financial condition] [business] would be affected” by each risk. Please
provide to us and undertake to include in your future filings, revision of your proposed response as follows:

•

 generally, instead of providing a range of data during your last three fiscal years(for example, in the fourth risk factor), provide the actual data
for each year;

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 U.S. Securities and Exchange Commission

•

 identify in the proposed third risk factor in the last paragraph on page 1-4, “the intended purposes of our strategic alliance with Morgan
Stanley;”

•

 provide more detail in the proposed fifth risk factor regarding the risks from exchange rate fluctuations including the reasons for your losses,
whether the assets and liabilities that are denominated in foreign currencies were not “appropriately hedged” and quantify as of the end of your last fiscal year the among of your assets and liabilities that are denominated in foreign
currencies and whether they are hedged;

•

 quantify the amount of interest rate swaps you refer to in the ninth risk factor on page 1-7, briefly explain the terms “net receive-fix and
pay-variable positions,” discuss any risks from a decrease in interest rates and differentiate risks from changes in interest rates in different countries;

•

 revise the proposed tenth risk factor, which is on page 1-12, to supplement your description of the consequences of a credit downgrade with
identification of the reasons why there is a high risk that your credit ratings may be downgraded;

•

 revise the proposed eleventh risk factor, regarding the risks from your planned expansion which is on page 1-12, to identify specific new products and
services that you plan to offer and the countries in which you plan to expand so that readers can appreciate the risks, identify the “substantial risks” to which you refer relating to your derivative and foreign currency trading and
discuss the expansion plans in your MD&A section;

•

 identify in the twelfth risk factor on page 1-13, the particular emerging market countries in which you conduct business and quantify, in the second to
last sentence, the amount and percentage of your loans to emerging market countries as of the end of your last fiscal year (instead of disclosing the range in percentage of all foreign loans over the past three years);

•

 quantify (in Yen and in percentage terms) in the thirteenth risk factor on page 1-14, the “significant portion of our net income” provided by
Union Bank in your last fiscal year and identify risks that its net income will decline (instead of merely warning that if Union Bank suffers any adverse changes, you may be adversely affected);

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 U.S. Securities and Exchange Commission

•

 revise the fifteenth risk factor on page 1-15 to disclose the types of investments you make on behalf of the trusts and why these investments pose a
risk of loss for which you will be responsible;

•

 revise the sixteenth risk factor on page 1-16 to provide more detail in the first paragraph regarding the types and amounts of your credit derivative
transactions and quantify in the second paragraph the extent of your losses due to reductions in the fair value of financial instruments and the amount of collateralized loan obligations that you have issued;

•

 revise the eighteenth risk factor on page 1-18 to explain the business of the Japan Post Bank and the Japan Finance Corporation (to which you refer),
their effect on you to date and how they pose a risk to you; and

•

 revise the twentieth risk factor on page 1-19 to identify each of the “several regulatory actions” to which you have been subject for
“non-compliance with legal requirements” and define the time period.

 RESPONSE TO COMMENT NO.
2: In the 2010 Form 20-F, the Registrant has provided additional information to enable investors to more easily understand the nature of each risk as well as the potential effect and magnitude of each risk. Specifically, the Registrant has
provided as part of the risk factor disclosure:

•

 specific key historical financial data for relevant dates or periods to better explain material underlying trends;

•

 an illustration of losses in recent periods caused by exchange rate fluctuations as well as current data to allow investors to more easily assess the
magnitude of the exchange rate related risk;

•

 detailed data of its bond portfolio and the concentration in Japanese government bonds to illustrate the possible impact of a negative interest rate
change in Japan;

•

 an example of its expansion plan to enable investors to better appreciate the related risk;

•

 a regional breakdown of the Registrant’s loan exposure data to enable investors to better appreciate the risks related to particular regions
(Although the Registrant monitors its loan exposure to specific countries based on Japanese GAAP information, the Registrant has elected not to provide that information in its 2010 Form 20-F to avoid investor confusion between Japanese GAAP
financial data and U.S. GAAP financial data. The Registrant notes that such Japanese GAAP financial data was furnished on a Form 6-K when the same was published in Japan.);

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 U.S. Securities and Exchange Commission

•

 data relating to Union Bank’s recent financial results to illustrate how its net income may decline in the future;

•

 a detailed description of the types of credit derivative transactions and the amounts of each, as well as an illustration of how reductions in the fair
value of financial instruments could cause losses; and

•

 a description of Japan Post Bank and how it could potentially affect the Registrant’s business.

In some cases, due to developments since the filing of the 2009 Form 20-F in September 2009, the Registrant concluded that a more concise
discussion of a risk factor or deletion of a risk factor would enable investors to more easily understand the risks relating to the Registrant.

Risks Relating to Our Business, page 7

COMMENT NO. 3: We note your proposed response to comment 7 of our letter to you dated March 15, 2010. Please provide to us
and undertake to include in your future filings, revision of the fourth risk factor, which is on page 10, to address the risks from your substantial increase (from forty one to seventy one percent of your investment securities) in your investment in
Japanese national government and Japanese government agency bonds.

 RESPONSE TO COMMENT NO. 3: In the 2010 Form 20-F,
the Registrant has provided a detailed discussion of its increased investment in Japanese national government and Japanese government agency bonds as well as the reasons why the Registrant increased such investments.

COMMENT NO. 4: We note your proposed response to comment 9 of our letter to you dated March 15, 2010 regarding your sixth
risk factor relating to additional credit-related losses. Please provide to us and undertake to include in your future filings, revision of the proposed risk factor as follows:

•

 as we requested, in addition to your discussion of recent reasons for losses, discuss the particular reasons that you currently face heightened risks
of loan losses, including characteristics of your loan portfolio that pose risks;

•

 revise the second paragraph of your proposed disclosure on page 1-8 relating to additional credit-related losses to disclose as of the end of your
fiscal year your nonaccrual, restructured loans and past due loans as a percentage of total loans;

•

 reconcile your statement in the second paragraph on page 1-8 that your nonaccrual and restructured loans and past due loans increased in 2009 fiscal
year “primarily because the ongoing recession in Japan has adversely affected borrowers in the real estate segment and the consumer segment” with your statement in the last paragraph on page 1-9 you increased in 2009 the provision for
credit losses due to “the general weakening of the financial condition of some of our borrowers particularly overseas and small and medium sized borrowers in Japan;”

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 U.S. Securities and Exchange Commission

•

 provide detailed discussion and analysis in the MD&A section on page 60 entitled “Allowance for Credit Losses” regarding trends and
amounts of nonaccrual loans, restructured loans and ‘problem loans” to which you refer in the second paragraph of your proposed disclosure on page 1-8;”

•

 provide detailed discussion and analysis in the MD&A section on page 60 entitled “Allowance for Credit Losses” regarding the following
practices to “support troubled borrowers” to which you refer in the second paragraph of your proposed disclosure on pages 1-8 and 1-9:

¡

provide additional loans;

¡

provide equity capital;

¡

other forms of support (please identify);

¡

forbear from exercising rights; and

¡

forgive loans.

•

 provide detailed discussion and analysis in the MD&A section regarding your statement that you “may not” be able to realize the value of
collateral or enforce your rights against defaulting customers (to which you refer in the first full paragraph of your proposed disclosure in the first full paragraph on page 1-9);

•

 provide more detail regarding the risks from credit default swaps which you warn in the second full paragraph on page 1-9 “could also result in
significant losses” including whether your use of such instruments has changed and the extent of your exposure; and

•

 as we requested, explain, in the last paragraph on page 1-9, the risks caused by your relative small increases in your allowance for credit losses in
the past three years despite the trend of substantial increases in net loan charge offs and the heightened risks of further losses.

RESPONSE TO COMMENT NO. 4: In the 2010 Form 20-F, the Registrant has provided additional information to enable investors to more
easily understand the risks relating to potential credit-related losses. Specifically, the Registrant has provided as part of the risk factor disclosure:

•

 a discussion of the key characteristics of the Registrant’s loan portfolio, namely its concentration of loans in Japan;

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 U.S. Securities and Exchange Commission

•

 the amount of the Registrant’s nonaccrual, restructured loans and past due loans as a percentage of total loans as of March 31, 2010;

•

 the amount of protection sold by the Registrant through credit default swaps;

•

 a discussion of the trends in the Registrant’s allowance for credit losses.

In addition, the Registrant has provided updated disclosure as part of “Item 5. Operating and Financial Review and Prospects”
to explain the material trends in its nonaccrual and restructured loans and past due loans and allowance for credit losses as well as its general policy with respect to restructuring loans with troubled borrowers.

The Registrant has deleted the risk relating to collateral from the 2010 Form 20-F because the Registrant has considered the risk and has
concluded that the risk is general and not specific to the Registrant.

 COMMENT NO. 5: We note your proposed response
to comment 10 of our letter to you dated March 15, 2010 regarding your seventh risk factor relating to your dependence on Japanese economy. Please provide to us and undertake to include in your future filings, revision of the proposed risk
factor as follows:

•

 as we requested, disclose in the second paragraph on page 1-10 the amount and percentage of your loans and assets that are in Japan and the amount and
percentage of your investment portfolio that consist of Japanese national government and agency bonds 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; and

•

 provide detail in the second paragraph on page 1-10 regarding “the reported possibility of credit-rating agencies downgrading Japanese government
bonds.”

 R