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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 16, 2012

VIA EDGAR

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 U.S.A.

 Attention:

Ms. Suzanne Hayes

Assistant Director

 Mitsubishi UFJ Financial Group, Inc.

Form 20-F for Fiscal Year Ended March 31, 2011, Filed July 28, 2011

Form 6-K, Filed January 23, 2012

 File No. 000-54189

 Dear Ms. Hayes:

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, 2012. 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, 2011 (the “2011 Form 20-F”) and the
Registrant’s report on Form 6-K submitted on January 23, 2012 (the “Form 6-K”).

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

 Form 20-F for Fiscal Year Ended March 31,
2011

 Item 3. Key Information, page 4

 D. Risk Factors, page 7

 If the global economy deteriorates again, our
credit-related losses may increase…, page 8

 COMMENT NO. 1: We note that Moody’s Investors Service
downgraded your credit ratings in August 2011. Please revise your risk factor disclosure to clarify whether the downgrade has adversely impacted your borrowing costs or triggered any

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collateral obligations under derivative contracts. If it triggered any additional collateral obligations, please quantify the amount in your disclosure.

RESPONSE TO COMMENT NO. 1: In August 2011, Moody’s Japan K.K. (“Moody’s”) announced that it downgraded the
long-term credit ratings of the Registrant’s bank subsidiaries, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) and Mitsubishi UFJ Trust and Banking Corporation (“MUTB”), by one notch from Aa2 to Aa3, and the long-term
credit rating of the Registrant’s securities subsidiary, Mitsubishi UFJ Securities Holdings Co., Ltd. (“MUSHD”), by one notch from A1 to A2.

 Following the downgrade, neither BTMU, MUTB nor MUSHD recognized material changes in its yen-denominated or US dollar-denominated cost of funding. The Registrant’s subsidiaries’ US dollar
funding rates have been gradually increasing since the middle of June 2011, but the Registrant believes that the increase was attributable to general market turbulence mainly caused by the European sovereign debt crisis as well as issues relating to
the US sovereign debt issuance ceiling. For example, the average yen-arbitrage US dollar funding rate rose from three-month USD LIBOR plus 0.25% to three-month USD LIBOR plus 0.78% between June 2011 and August 2011. After Moody’s downgrade, the
average yen-arbitrage US dollar funding rate stayed around three-month USD LIBOR plus 0.50% until the middle of October 2011.

The Registrant did not recognize material additional collateral requirements under its derivative contracts as a result of the downgrade.
Substantially all of the derivative contracts with collateral obligations entered into by BTMU and MUTB are subject to a Credit Support Annex (“CSA”) as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”). Under a typical CSA, however, the credit rating downgrades of BTMU and MUTB to Aa3 did not trigger the requirement for additional collateral as the applicable threshold was set at lower credit ratings. Following the downgrades in
August 2011, however, a small number of CSAs were modified to require, and some of the new CSAs required, additional collateral at lower thresholds. MUSHD had some contracts which had collateral requirements affected by Moody’s downgrade, but
as their derivative values were positive against the counterparties, no additional collateral was required in August 2011.

 A
further credit rating downgrade may have an adverse impact on the Registrant. Although a one-notch downgrade of the credit ratings of BTMU or MUTB from Aa3 to A1 by Moody’s is not expected to materially increase the collateral obligations of
the Registrant’s main subsidiaries, a two-notch downgrade of the credit ratings of BTMU or MUTB, or a one-notch downgrade of the credit rating of MUSHD from A2 to A3, by Moody’s would likely trigger additional collateral obligations. A
one-notch downgrade of the credit ratings of BTMU or MUTB from A+ to A by Standard & Poor’s Ratings Services LLC (“Standard & Poor’s”) would also trigger additional collateral obligations. MUSHD has not received
a credit rating from Standard & Poor’s.

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 The Registrant intends to qualitatively discuss the risk of credit rating downgrades as
discussed above in its future filings, including its annual report on Form 20-F for the fiscal year ended March 31, 2012 (the “2012 Form 20-F”).

 We may suffer additional credit-related losses in the future…, page 9

 COMMENT NO. 2: We refer to your disclosure on page 8 regarding the continued impact of the March 2011 earthquake, which includes financial support for electric utilities. We also note from recent
media reports that Tokyo Electric Power Co. (Tepco) and the government-run nuclear compensation fund have asked major creditors to provide ¥1 trillion in financial support. In future filings, please expand your risk factor disclosure to quantify
your exposure to Japanese electric utilities.

 RESPONSE TO COMMENT NO. 2: As of September 30, 2011, the
Registrant’s aggregate loans outstanding to the Japanese electric utility industry was less than 2% of the Registrant’s total outstanding loans. The Registrant plans to expand its disclosure in its 2012 Form 20-F to articulate its
aggregate loan exposure to the Japanese electric utility industry as a percentage of total outstanding loans.

 Because of our loans to
consumers and our shareholdings in companies…, page 11

 COMMENT NO. 3: We note from your disclosure that
the Interest Rate Restriction Law has required lending institutions to lower the interest rates charged to borrowers and that the law has “significantly reduc[ed] business opportunities for the affected consumer financing companies.”
Please revise your disclosure in future filings to quantify how the regulatory reform that you describe in this risk factor has impacted your interest income.

 RESPONSE TO COMMENT NO. 3: The Registrant believes the change in the laws and regulations applicable to its consumer finance business adversely affected future growth opportunities, which cannot be
quantitatively measured. The regulatory changes, however, were one of the main factors that contributed to the decrease in the interest income attributable to the Registrant’s consumer finance business. The Registrant’s interest income
attributable to its consumer finance business was approximately ¥190 billion and ¥160 billion for the fiscal years ended March 31, 2009 and 2010, respectively. The new regulations and regulatory reforms affecting the consumer
finance business became effective on June 18, 2010. The Registrant’s interest income attributable to its consumer finance business decreased to approximately ¥130 billion for the fiscal year ended March 31, 2011. The
Registrant’s interest income attributable to its consumer finance business for the six months ended September 30, 2011 was approximately ¥60 billion. The Registrant plans to revise its disclosure in its 2012 Form 20-F to
articulate the changes in interest income attributable to its consumer finance business in the fiscal periods before and after the effectiveness of the new regulations and regulatory reforms as explained above.

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 Item 4. Information on the Company, page 20

B. Business Overview, page 23

Loans, page 26

COMMENT NO. 4: We note your disclosure here and on page 59 regarding eased conditions and preferential interest rates on loans to
those affected by the March 2011 earthquake. Please provide proposed disclosure to be included in future filings that explains these programs in greater detail, including disclosure that quantifies the number of customers to whom you have given this
support and the resulting impact, if material, on your operations. Additionally, we note from your disclosure on page 54 that industrial production decreased significantly after March 2011. Given that manufacturing loans represent over ten percent
of your total outstanding loans, please clarify the extent to which the manufacturing slowdown has adversely impacted your loans.

 RESPONSE TO COMMENT NO. 4: As noted on pages 26 and 59 of the 2011 Form 20-F, the Registrant’s subsidiaries are offering special loan programs designed to financially assist borrowers affected
by the Great East Japan Earthquake. Under these programs, the Registrant’s two main bank subsidiaries, BTMU and MUTB, offer eased conditions and preferential interest rates for new and outstanding housing loans and consumer loans to affected
individual borrowers and preferential interest rates for new loans not exceeding ¥30 million with maturities of up to five years to affected corporate borrowers. As of December 31, 2011, the loans restructured under the special
programs in the aggregate represented less than 0.1% of the total loans outstanding for BTMU and MUTB. The Registrant believes the resulting impact from these programs would not be material factor to a reasonable investor.

Following the Great East Japan Earthquake, industrial production in Japan fluctuated significantly. As disclosed in the 2011 Form 20-F,
industrial production plunged by 15.5% in March 2011 following the earthquake especially led by the huge drop in transportation machinery (such as automobiles) by approximately 50%. Manufacturing production recovered slightly in subsequent months
(April +1.6% and May +5.7% according to the Ministry of Economy, Trade and Industry), but production levels for transportation machinery remained below pre-earthquake levels as of May 2011. Industrial production fluctuated throughout the summer
of 2011 as it was positively affected by reconstruction demand and negatively affected by the weakness in exporting industries, the appreciation of the Japanese yen and the weakening global economy. Nonaccrual loans in the manufacturing category
increased ¥14.7 billion to ¥152.7 billion at September 30, 2011 from ¥138.0 billion at March 31, 2011. In addition, restructured loans in the manufacturing category increased ¥20.9 billion to ¥193.5 billion at
September 30, 2011 from ¥172.6 billion at March 31, 2011.

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 Supervision and Regulation, page 33

 United States, page 39

 COMMENT NO. 5: We refer to your
disclosure on page 42 describing the likelihood that certain aspects of the Dodd-Frank Act, other than the Volcker Rule, “could have a material impact on the structure and activities of, and prudential standards applicable to, [y]our
operations.” Please expand your disclosure in future filings to address the components of Dodd-Frank that you expect to materially impact your operations. Please quantify, to the extent quantifiable, the impact to your operations.

RESPONSE TO COMMENT NO. 5: Other than the Volcker Rule, the components of the Dodd-Frank Act that the Registrant expects to impact
its operations are the provisions relating to enhanced prudential standards including capital requirements, resolution plans, credit reporting, derivatives regulation including the swap push-out provisions, incentive-based compensation, the
establishment of the Consumer Financial Protection Bureau, and debit interchange fees. Although most of the regulatory rules regarding the foregoing components are still pending, based on information currently available to the Registrant, the impact
of these components is expected to be mainly limited to the Registrant’s U.S. operations and not be material to the Registrant on a consolidated basis. The Registrant intends to continue to monitor developments relating to the Dodd-Frank Act
and expand its disclosure in its future filings to the extent material.

 Operating Results, page 68

Allocated allowance for individual loans specifically identified for evaluation, page 91

COMMENT NO. 6: You have disclosed that impaired loans include “certain” nonaccrual loans and restructured loans.
Additionally, we note from your disclosure on page F-41 that you have total impaired loans in the amount of ¥1.9 trillion as of March 31, 2011, versus total nonaccrual loans of ¥1.1 trillion. Please tell us, and clarify in future
filings, the criteria that must be met in order for a nonaccrual and/or restructured loan to be considered impaired.

RESPONSE TO COMMENT NO. 6: The Registrant considers a loan to be impaired when, based on current information and events, it is
probable that the Registrant will be unable to collect all of the scheduled payments of interest on and repayment of the principal of the loan when due according to the contractual terms of the loan agreement.

The Registrant considers a loan to be a nonaccrual loan when substantial doubt exists as to the full and timely payment of interest on or
repayment of the principal of the loan. Substantially all nonaccrual loans are also impaired loans. The Registrant considers a loan to be a restructured loan when the Registrant grants a concession to a borrower having financial difficulties, such
as a reduction in the stated interest rate applicable to the loan, an extension of the stated maturity date of the loan, or a partial forgiveness of the principal of the loan. The majority of the Registrant’s restructured loans are considered
troubled debt restructurings (“TDR”) in accordance with ASC 310-40 and they are also classified as impaired loans.

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 In many instances, the Registrant makes a concession to a borrower that meets the definition
of a TDR when the loan is still accruing interest. The Registrant continues to accrue interest after the loan is restructured if the ultimate collectibility of all amounts contractually due on the restructured loan is not in doubt. In some
instances, the Registrant may restructure a nonaccrual impaired loan. However, if after a certain period of time the borrower demonstrates an ability to perform under the restructured loan terms and the loan is upgraded to the “normal”
loan status, the Registrant may reclassify the loan from the nonaccrual to accrual status. At March 31, 2011, the difference between the total impaired loans (¥1.9 trillion) and nonaccrual loans (¥1.1 trillion) represents accruing
restructured loans of ¥0.8 trillion.

 The Registrant will revise its disclosures in future filings to clarify as provided
above.

 COMMENT NO. 7: We note that your banking subsidiaries may grant various concessions (modifications of loan
terms) to troubled borrowers at the borrower’s request, including reductions in the stated interest rates, debt write-offs, and extensions of maturity dates. All of these loans are reported as either “restructured loans” or
“nonaccrual loans”. Please explain to us, and disclose in future filings, how you distinguish based upon these concessions on whether such loans should be classified as either a restructured or nonaccrual loan.

RESPONSE TO COMMENT NO. 7: The Registrant accounts for a loan restructuring as a TDR when the Registrant grants a concession to a
borrower experiencing financial difficulties in accordance with ASC 310-40. When the restructuring constitutes a TDR and the loan was classified as “Likely to Become Bankrupt” or “Legally/Virtually Bankrupt” in the
Registrant’s internal borrower rating system before the restructuring and was on the nonaccrual status, the loan continues to be classified as a nonaccrual loan after the restructuring. On the other hand, if the loan was an accruing loan before
the re