SecProbe.io

UNITED STATES
SECURITES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
January 18,2011
By Us. Mail and Facsimile to: (203) 719-0680
John Cryan
Group Chief Financial Officer
UBS AG
Bahnhofstrasse 45
CH-8001 Zurich, Switzerland
Re: UBS AG
Form 20-F for the Fiscal Year Ended December 31, 2009
Form 6-K furnished May 4,2010
Form 6-K furnished July 27, 2010
File No. 001-15060
Dear Mr. Cryan:
We have reviewed your response to our letter dated September 9, 2010 and have
the following additional comments. Please respond to this letter within ten business days
by providing the requested information or by advising us when you wil provide the
requested response. If you do not believe our comments apply to your facts and
circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we
may have additional comments.
General
.1. It does not appear that you have fied "clean" opinions of counsel in connection
with your ongoing sales of linked notes under your shelf registration statement
(File No. 333-156695). Please advise us why "clean" opinions have not been
filed, or ifthey have been fied, where they are located.
Form 20-F for the Fiscal Year Ended December 31, 2009
General
2. We have received your response to comment 9 from our letter dated September 9,
2010 and the related supplemental correspondence dated December 31,2010.
Our review is ongoing and we may have further comments.

John Cryan
UBS AG
January 18,2011
Page 2
3. Please tell us about your contacts with Iran, Syria, Sudan and Cuba, countries
subject to U.S. economic sanctions and export controls and identified by the U.S.
State Department as state sponsors ofterrorism, since your letters to us of
November 16,2005, April 20, 2006 and September 6, 2006. In this regard, we
note the disclosure in your 20-F regarding your operations in the Middle East,
Africa and Latin America, and the disclosure in your 20-F for fiscal 2007 that you
decided to exit commercial and client business dealings with countries including
Iran and Sudan. Please discuss the nature and extent of your contacts with these
countries, whether direct or through affiliates, partners, or other indirect
arrangements.
4. Please discuss the materiality of your contacts with Iran, Cuba, Syria or Sudan
described in response to the foregoing comment and whether those contacts
constitute a material investment risk for your security holders. You should
address materiality in quantitative terms, including the approximate dollar
amounts of any associated revenues, assets, and liabilities for the last three fiscal
years and 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 may be aware, 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
Iran, Cuba,S yria and Sudan.
5. Please also discuss the potential for reputational harm from your relationships
with third parties. For instance, we note from 2007 and 2008 news articles that
you have provided advisory or investment banking services to PetroChina, which
has contacts with Iran, Syria, Sudan and Cuba, and which acknowledges on both
its website and in its most recent 20-F the risk of adverse investor reaction to
PetroChina because ofthe operations of its parent, China National Petroleum
Corporation, in all four countries, as well as its own operations relating to those
countries. In addition, we note from 2008 news articles that you purchased a
large block of stock in Sinopec Shanghai Petrochemical, which acknowledges in
its most recent 20-F negative publicity and divestment of its stock because of its
parent companies' Sinopec Corp. and Sinopec Group operations in Iran, Syria,
Sudan and Cuba. Please discuss the significance to you of these types of
relationships, and the potential for harm to your reputation and share value to
suffer as a result of your relationships with such companies.

John Cryan
UBS AG
January 18,2011
Page 3
Exhibits, page 21
Exhibit 4.1
6. We note your response to our prior comment 1. Please address why you believe
you are not required to fie the Deferred Prosecution Agreement in its entirety in
light of your obligations as a reporting company. In the alternative, please amend
your Form 20-F to fie the agreement in its entirety or submit an application for
confidential treatment pursuant to Exchange Act Rule 24b-2.
Closing Comments
You may contact Angela Connell at (202) 551-3426 or Hugh West, Accounting
Branch Chief, at (202) 551-3872 if you have questions regarding comments on the
financial statements and related matters. Please contact Justin Dobbie at (202) 551-3469
or me at (202) 551-3366 with any other questions.
Sincerely,
Michael Seaman
Special Counsel