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CORRESP
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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

 January 27, 2014

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, 2013

 Filed July 22, 2013

 File No. 000-54189

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 December 18, 2013. We appreciate the Commission staff’s review of and comments to the
Registrant’s annual report on Form 20-F for the fiscal year ended March 31, 2013 (the “2013 Form 20-F”).

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

Item 3. Key Information, page 6

 Transactions with counterparties in countries designated by the U.S. Department of State as state sponsors of terrorism…, page 18.

COMMENT NO. 1: We are aware of the OFAC press release dated December 12, 2012, announcing its assessment of approximately
$8.57 million in penalties against your banking subsidiary, The Bank of Tokyo-Mitsubishi UFJ. Ltd. (“BTMU”), for its apparent violations of OFAC-administered economic sanctions, including those related to Iran, Sudan, and Cuba. We are also
aware of the New York State Department of Financial Services press release dated June 20, 2013, announcing its assessment of $250 million in penalties against BTMU, for its violations of New York banking law in connection with
transactions involving sanctioned countries and entities, including Iran and Sudan. In addition, we note that in your letters to us dated May 10, 2010 and August 16, 2010, you discussed your operations related to Iran and Syria.

U.S. Securities and Exchange Commission

2

 As you know, Cuba, Iran, Sudan, and Syria are designated by the U.S. Department of State as
state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated activities related to, or contacts with, Cuba, Sudan, and Syria, whether
through direct or indirect arrangements, since your 2010 letters. Your response should describe any agreements, arrangements, or contacts you have had with the governments of Cuba, Sudan, and Syria or entities controlled by those governments.

 RESPONSE TO COMMENT NO. 1: The Registrant has advised us that the nature of its activities related to, and contacts
with, Cuba, Sudan and Syria have not materially changed since the response letters submitted in 2010. The Registrant currently does not have, and does not anticipate having, a subsidiary, branch, representative office or other physical presence in
Cuba, Sudan or Syria.

 The Registrant notes that it is committed to comply with Japanese, U.S. and other applicable
laws in connection with all transactions relating to Cuba, Sudan and Syria. In particular, the Registrant’s anti-money laundering policy requires “know your customer” inquiries to be performed in accordance with applicable laws and
regulations. The Registrant requires each of its subsidiaries that engages in cross-border transactions to adopt specific procedures to ensure compliance with applicable sanctions laws and regulations taking into account the nature of the relevant
subsidiary’s operations. For example, the Registrant’s main commercial bank subsidiary, BTMU, requires all cross-border settlement transactions to be screened (through automated checks supplemented by manual checks) against the U.S.
Treasury Department’s List of Specially Designated Nationals and Blocked Persons (“SDN List”) and similar international lists, and further prohibits U.S. dollar-denominated transactions related to Cuba, Sudan and Syria unless the
transaction is covered by a license under relevant sanctions laws or otherwise exempt from the relevant sanctions laws.

 The
Registrant has advised us that its activities with respect to Cuba, Sudan and Syria described below are conducted by its non-U.S. affiliates and do not involve U.S. dollars or clearing services of U.S banks for the settlement of payments, unless the
transaction is covered by a license under relevant sanctions laws or otherwise exempt from the relevant sanctions laws. The Registrant has also represented that it intends to continue to limit its activities relating to Cuba, Sudan and Syria to the
types of transactions described below, in each case in relation to customers’ transactions and only to the extent permitted by applicable laws and regulations.

 Credit Facilities. The Registrant has confirmed that as of March 31, 2011, 2012 and 2013, it had no direct credit exposure to any entity in Cuba, Sudan and Syria. The Registrant, however, has
advised us that it has indirect transactions relating to Cuba, Sudan and Syria in the form of loans and trade financing (collectively, “credit facilities”) provided to entities outside Cuba, Sudan and Syria, mainly to Japanese
companies, engaged in import and export transactions with counterparties in the three countries. The Registrant’s risk exposure in these credit facilities is not to the entities in Cuba, Sudan or Syria.

U.S. Securities and Exchange Commission

3

 Foreign Exchange, Bank Remittance and Other Settlement Services. The Registrant has
advised us that it provides foreign exchange, bank remittance and other settlement services in connection with its customer transactions with counterparties in Cuba, Sudan or Syria. The Registrant notes that its foreign exchange, bank remittance and
other settlement services are mostly for the benefit of Japanese companies, and its risk exposure is to those Japanese companies – not to any entity in Cuba, Sudan or Syria.

Deposits outside the United States. The Registrant, through BTMU, has deposits outside the United States from entities affiliated
with Cuba, Sudan and Syria as well as from government-related individuals such as diplomats from Cuba, Sudan and Syria. The Registrant has confirmed that it screens these accounts in accordance with applicable laws and regulations, and takes
appropriate actions, such as freezing accounts, when necessary.

 COMMENT NO. 2: Please discuss the materiality
of your contacts with, Cuba, Sudan, and Syria described in response to the foregoing comment, and whether they constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the
approximate dollar amounts of any revenues, assets, and liabilities associated with those countries for the last three fiscal years and the subsequent interim period. 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. As you know, various state and municipal governments, universities, and other
investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Sudan, or Syria.

 RESPONSE TO COMMENT NO. 2: The Registrant does not believe its business activities related to, or contacts with, Cuba, Sudan and Syria are material or that its business activities related to those
countries would constitute a material investment risk for security holders.

 As of March 31, 2011, 2012 and 2013,
the Registrant had no direct credit exposure to any entity in Cuba, Sudan and Syria.

U.S. Securities and Exchange Commission

4

 As discussed in the response to Comment No. 1, the risk exposure for the foreign
exchange, bank remittance and other settlement services provided by the Registrant in connection with Cuba, Sudan or Syria is to entities outside of Cuba, Sudan or Syria, mostly to Japanese companies. In addition, the Registrant confirms that the
volume of, and fees from, the foreign exchange, bank remittance and other settlement services related to Cuba, Sudan and Syria are not material. For example, the remittances transactions completed by the Japanese branches of BTMU to and from
accounts at third-party banks located in Cuba, Sudan and Syria (but excluding inter-bank transactions with banks in Cuba, Sudan and Syria) from January 1, 2013 to December 31, 2013 are as follows:

Remittances Sent

Remittances Received

Number of
Transactions

Total
Amount

Number of
Transactions

Total
Amount

(in thousands)

(in thousands)

 Cuba

310

¥
360,479

132

¥
2,297,007

 Sudan

97

447,558

45

175,753

 Syria

53

49,532

7

6,462,041

 The above transactions represent less than 0.01% of BTMU’s total remittance transaction volume
during the same period.

 Similarly, the Registrant believes deposits from entities and individuals affiliated or related to
the governments of Cuba, Sudan and Syria, discussed in the response to Comment No. 1, represent an immaterial amount compared to the Registrant’s total deposits. For example, the aggregate deposits in BTMU from Cuban, Sudanese and Syrian
banks, which represent the largest group of depositors related to those countries, in the aggregate accounted for less than 0.001% of the Registrant’s total deposits as of March 31, 2011, 2012 and 2013.

From a qualitative perspective, the Registrant believes its disclosure in the 2013 Form 20-F1 appropriately identifies and discusses the potential investment risk
for security holders associated with its business activities related to Cuba, Sudan and Syria. The Registrant believes such disclosure is adequate in light of its commitment to complying with all laws and regulations applicable to transactions
relating to Cuba, Sudan and Syria. The settlement with OFAC in December 2012 and the announcement by the New York State Department of Financial Services in June 2013 regarding U.S. economic sanction issues relate to transactions by BTMU in or before
2007. Since 2007, BTMU has undertaken significant remediation to improve its compliance policies and procedures with respect to transactions relating to sanctioned countries, including Cuba, Sudan and Syria, and sanctioned entities.

1
 The disclosure is
provided in “Item 3. Key Information – D. Risk Factors – We may become subject to regulatory actions or other legal proceedings relating to our transactions or other aspects of our operations, which could result in significant
financial losses, restrictions on our operations and damage our reputation.”

U.S. Securities and Exchange Commission

5

 Item 18. Financial Statements, page 210

Notes to Consolidated Financial Statements, page F-15

 Note 1. Basis of Financial Statements and Summary of Significant Accounting Policies, page F-15

 Summary of Significant Accounting Policies, page F-16

 COMMENT
NO. 3: In an effort to provide more clarity and to differentiate restructured loans from troubled debt restructuring (TDRs), please provide to us and revise your accounting policies for Loans (F-18 and F-19) and Allowance for Credit Losses (F-20
through F-22), to disclose the following:

•

 Differentiate a restructured loan from a troubled debt restructuring. In this regard, explain in greater detail how you determine if a modification or
restructuring is a TDR.

•

 Explain how modifications to loans (whether restructured or TDRs) within each of your loan segments are factored into the determination of the
allowance for credit losses.

•

 Explain how defaults in your TDRs are factored into the determination of the allowance for credit losses.

RESPONSE TO COMMENT NO. 3: The Registrant has advised that troubled debt restructurings (“TDRs”) include all loans where
a concession, such as reduction in stated rate, extension of stated maturity date, partial forgiveness of the principal, or combination of these concessions, is granted to a borrower facing financial difficulties in accordance with ASC310-40. The
restructured loans disclosed by the Registrant represents TDRs that are accounted for on an accrual basis. The Registrant discloses nonaccrual TDRs as part of nonaccrual loans. The Registrant’s disclosure of restructured loans is derived from
Securities Act Industry Guide 3 (Guide 3 – Statistical Disclosure by Bank Holding Companies) Item III.C.1, which requires disclosure of nonaccrual, past due and restructured loans and indicates that TDRs not reported within nonaccrual and past
due should be presented as restructured loans. In its future filings, the Registrant will clarify that restructured loans are loans that are TDRs accounted for as accruing loans (“accrual TDRs”).

Once a loan is determined to be a TDR, regardless of whether it is accruing or not accruing, the Registrant determines the allowance for
credit losses for such TDR in each loan segment based upon a discounted cash flow analysis taking into account the revised loan terms of the TDR and the original effective interest rate or the fair value of collateral in accordance with ASC
310-10-35-22. When accruing loans are modified in TDRs, the Registrant determines the allowance for credit losses using the discounted cash flow method, instead of applying the formula allowance. (The Registrant has provided such information on page
F-21 of the 2013 Form 20-F.) Therefore, the amounts of allowance for credit losses for such TDRs are generally larger than those provided before modification. In the present value calculation, the Registrant incorporates factors such as probability
of default applicable to the borrower based on the internal borrower rating and loss given default, considering the historical loss experience. For non-accrual TDRs, the Registrant generally determines the allowance for credit losses using the
discounted cash flow method or based on the fair value of the collateral.

U.S. Securities and Exchange Commission

6

 Originated loans are generally placed on nonaccrual status when substantial doubt exists as
to the full and timely collection of either principal or interest, when principal or interest is contractually past due one month or more with respect to loans within all classes of the Commercial segment, three months or more with respect to loans
within the Card and UNBC segments, and six months or more with respect to loans within the Residential segment. For loans where the allowance for credit losses is estimated using discounted cash flows, defaults are factored in the estimate of future
cash flows. In most cases, the default may result in the determination that there is substantial doubt about the future cash flows and that the loan is collateral-dependent. The Registrant monitors the current levels of default in TDRs based on the
actual losses by type of loan, which are updated every six months, and adjusts the expected cash flows to reflect the updated probability of default.

 In its future filings, the Registrant intends to clarify the above by revising its disclosure of accounting policies relating to loans and allowance for credit losses substantially in the form of
Exhibit A to this letter.

 Note 4. Loans and Allowance for Credit Losses, page F-42

Troubled Debt Restructurings, page F-46

 COMMENT NO. 4: We note in the final paragraph that your TDR’s for the Commercial and Residential segments in the table presented do not include nonaccrual loans with concessions granted as
once a loan is classified as nonaccrual, a modification would have little likelihood of resulting in the recovery of the loan in view of the severity of the financial difficulty of the borrower. Furthermore, even if a nonaccrual loan is modified,
the loa