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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

 March 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:

 On behalf
of Mitsubishi UFJ Financial Group, Inc. (the “Registrant”), we submitted a letter, dated January 27, 2014, that included responses (the “Original Responses”), to the comments set forth in your letter, dated December 18,
2013, relating to the Registrant’s annual report on Form 20-F for the fiscal year ended March 31, 2013 (the “2013 Form 20-F”).

 Following the submission of the Original Responses, the Registrant believes certain revisions to the Original Responses to Comment Nos. 3, 4 and 5 would help to clarify the Registrant’s Original
Responses. Accordingly, on behalf of the Registrant, we submit below certain revisions to the Original Responses, marked to show the revisions from the Original Responses.

 In addition, in order to facilitate your review of the Registrant’s proposed future disclosure, Exhibit A to the Original Responses is being resubmitted in a format that highlights the
proposed revisions against the Registrant’s disclosure in the 2013 Form 20-F.

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 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. In its
future filings, the Registrant will no longer use the term “restructured loans” in its consolidated financial statements and will instead use the term “TDRs” for any required disclosure related to loan modifications within the
scope of ASC 310-40 throughout Item 18 - Financial Statement. 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.

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

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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.

 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. For your convenience, the proposed changes to the disclosures from the 2013 Form 20-F have
been marked.

 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 loan continues to be classified as a nonaccrual loan after modification. Please address the following:

•

 Although we understand the aforementioned loans are included with your nonaccrual loans, tell us and clarify in your future filings if you consider
those loans to be TDRs (i.e. within the guidance in ASC 310-40-15). If such loans are not considered TDRs, please explain in sufficient detail why not.

•

 Considering the bullet point above, please revise your table on page F-44 (Impaired Loans) to disaggregate your nonaccrual loans from your commercial
and residential loans with concessions, and your restructured loans (i.e. TDRs).

•

 In light of the bullet points above, and your disclosure on page 111 (i.e. substantially all of your restructured loans are considered troubled debt

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restructurings), consider revising your description preceding the table on page F-44 to indicate that impaired loans primarily include nonaccrual loans and troubled debt restructurings.

 RESPONSE TO COMMENT NO. 4: The Registrant advised us that it considers nonaccrual loans with
concessions granted to be TDRs. Those TDRs are classified as impaired loans and the allowance for credit loans is calculated in accordance with ASC 310-10-35-22. As indicated on page F-46 of 2013 Form 20-F, however, nonaccrual TDRs for the
Commercial and Residential segments have been excluded from the Registrant’s disclosure of TDRs by class.

Management of the Registrant has explained that they do not manage
nonaccrual TDRs separately from other nonaccrual loans for the Commercial and Residential segments. As a result, the Registrant does not have the data available to make the disclosures in the table for such nonaccrual TDRs. However, the Registrant
will enhance the paragraph that describes the modifications to nonaccrual TDRs as follows: Management of the Registrant has explained that they do not manage nonaccrual TDRs separately from other nonaccrual loans. In
management’s view, tracking the performance of nonaccrual TDRs (i.e., subsequent defaults of nonaccrual TDRs) is not useful for the Registrant as many nonaccrual TDRs are done out of necessity and often future defaults are expected as
the borrowers have already defaulted on the original terms of the loan (e.g., a modification to extend maturity was made when the borrower failed to make the contractual principal and interest payments under the original terms of the loan).
The Registrant has further represented that the allowance for credit losses is not significantly impacted as the nonaccrual TDR loans were already deemed to be impaired, and any further modifications made to a nonaccrual TDR does not significantly
impact the allowance for credit losses calculated under ASC 310-10-35-22. Accordingly, the Registrant historically has disclosed nonaccrual Commercial and Residential TDR loans together with other nonaccrual loans, and has not separately collected
data on nonaccrual TDRs for the Commercial and Residential segments.

[Amendment to the last paragraph on page F-46 of the 2013 20-F]

 TDRs for the Commercial and Residential segments in the
above table include accruing loans with concessions granted, and do not include nonaccrual loans with concessions granted. Once a loan is classified as a nonaccrual loan, 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. Therefore even if a nonaccrual loan is modified, the loan continues to be classified as a nonaccrual loan. The vast majority of modifications to nonaccrual loans is
temporary extensions of the maturity dates, typically for periods of up to 90 days, and continually made as most borrowers are unable to repay or refinance the loan at the extended maturity. Accordingly, the impact of such TDRs on the outstanding
recorded investment is immaterial, and the vast majority of nonaccrual TDRs have subsequently defaulted.

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 Similarly for the table of
impaired loans on page F-44 of the 2013 Form 20-F, the Registrant historically has disclosed nonaccrual Commercial and Residential TDR loans together with other nonaccrual loans, and has not separately collected data on nonaccrual TDRs for the
Commercial and Residential segments. In management’s view, the additional disclosures of nonaccrual TDR loans are not qualitatively material for the following reasons:

•
Tracking the performance of nonaccrual TDRs
(i.e., subsequent defaults of nonaccrual TDRs) is not useful for the Registrant, because management
expects that such modifications would have little likelihood of recovery of the loans in view of the severity of the financial difficulty of the borrowers and often future defaults are expected as the borrowers have already defaulted on the original
terms of the loan (e.g., a modification to extend maturity was made when the borrower failed to make
the contractual principal and interest payments under the original terms of the loan). Therefore, credit quality of nonaccrual TDRs in the Commercial and Residential segments are substantially same as those of other nonaccrual loans, and these TDRs
are managed and disclosed together with other nonaccrual loans.

•
In addition, the allowance for credit losses is not significantly impacted by subsequent modifications or
defaults as the nonaccrual TDR loans were already deemed to be impaired, and therefore any further modifications made to a nonaccrual TDR does not significantly impact the allowance for credit losses calculated under ASC 310-10-35-22.

 As the information has not been used to manage credit risk
within the portfolios by the Registrant, management of the Registrant does not believe the information would be material to users of its financial statements.

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 Although the Registrant does not separately manage nonaccrual
TDRs for the Commercial and Residential segments, management of the Registrant monitors the occurrences of loan modifications within nonaccrual loans as supplementary managerial data. However, the Registrant does not monitor period-end balance of
modified nonaccrual loans because they are already deemed impaired. Loan modifications, such as reduction in stated rate or extension of stated maturity date, may occur on multiple occasions during a reporting period, especially with respect to
short-term notes which are common for nonaccrual loans. In its future filings, the Registrant intends to enhance its TDR related disclosure (such as that on page F-46 of the 2013 Form 20-F) by providing supplementary information about the
accumulated amount of nonaccrual loans that were subject to modifications during the reporting period by segment and class substantially in the format set forth below.2

Accumulated modifications made to nonaccrual loans (Commercial and Residential Loans)

For the fiscal year
ended March 31, 2013

(in millions)

 Commercial

 Domestic

¥
478,274

 Manufacturing

145,219

 Construction

18,381

 Real estate

34,937

 Services

43,005

 Wholesale and retail

180,489

 Banks and other financial institutions

6,144

 Communications and information services

20,131

 Other industries

21,364

 Consumer

8,604

 Foreign – excluding UNBC

36,675

 Loans acquired with deteriorated credit quality

1,196

 Residential

16,681

 Total

¥
532,826

 Note: Includes accumulated loan modification activity, such as reduction in stated rate or extension of stated
maturity date, that may have occurred on multiple occasions during the reporting period.

 In addition,
theThe Registrant intends to disclose in its future filings as a note to the table disclosing impaired loans (such as that on page F-44 of the 2013 Form 20-F), the
outstanding balances of accrual TDRs substantially in the format set forth below.

 Note: Included in impaired loans as of
March 31, 2014 are accrual TDRs as follows: ¥l million – Commercial; ¥l million – Residential; ¥l million – Card; and ¥l million – UNBC.

2
 Although management of the Registrant intends to include the proposed disclosure
substantially in the form set forth above, the Registrant has advised that the presentation is preliminary because data from certain subsidiaries, which the Registrant believes will not materially affect the overall data presentation, are not
available as of the date of this letter.

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 The difference between the impaired loan total and the amounts disclosed in the
above note disclosure would represent nonaccrual impaired loans, which would include both TDRs and non-TDRs. As noted above, the Registrant does not manage nonaccrual TDRs separately from other nonaccrual loans for the Commercial and Residential
segments. Accordingly, the Registrant does not compile information necessary to separately disclose TDRs within its disclosure of nonaccrual impaired loans.

 In its future filings, the Registrant will add the following sentence in the description preceding the table disclosing impaired loans (such as that on pa