SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010
Via Facsimile and U.S. Mail

June 16, 2005

Mr. Kuneo Ishihara
President and Representative Director
Millea Holdings, Inc
Otemachi First Square West 10F
5-1 Otemachi 1-chome
Chiyoda-ku, Tokyo 1000-004, Japan

      Re:	Millea Holdings, Inc.
      Form 20-F for Fiscal Year Ended March 31, 2004
	           File No. 000-31376

Dear Mr. Ishihara:

      We have limited our review of your filing to those issues
addressed in our comments.  In our comments, we ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Policies, page 43

1. Your discussion does not appear to include an analysis of the
uncertainties in applying these accounting policies or
quantification
of the related variability in operating results that you expect to
be
reasonably likely to occur. Your disclosures should provide
investors
with a full understanding of the uncertainties in applying
critical
accounting policies and the likelihood that materially different
amounts would be reported under different conditions or using
different assumptions. Please refer to Section V of SEC Release
No.
FR-72.  For each of your critical accounting policies except for
loss
reserves addressed in the next comment, please provide us
information
about the uncertainties in applying these critical accounting
policies, the historical accuracy of these critical accounting
estimates, a quantification of their sensitivity to changes in key
assumptions and the expected likelihood of material changes in the
future, and tell us why you have not provided these disclosures in
your filing.

2. We believe that your disclosure regarding policy liabilities
and
accruals could be improved to better explain the judgments and
uncertainties surrounding these estimates and the potential impact
on
your financial statements.  We believe that disclosures explaining
the likelihood that materially different amounts would be reported
under different conditions or using different assumptions is
consistent with the objective of Management`s Discussion and
Analysis.  Please provide the following information to us for each
of
your lines of business.

* Tell us the reserves accrued as of the latest balance sheet date
presented.  The total of these amounts should agree to the amount
presented on the balance sheet.
* Tell us the range of loss reserve estimates as determined by
your
actuaries. Tell us the key assumptions used to arrive at
management`s
best estimate of loss reserves within that range and what specific
factors led management to believe this amount rather than any
other
amount within the range represented the best estimate of incurred
losses.
* Tell us the existence and the effect of known trends in claim
frequency and severity on future operations, financial condition,
and
liquidity and capital resources.
* For each of your longer-tail businesses such as earthquake,
environmental or other exposures, tell us the existence and
effects
of known trends, events and uncertainties on future operations,
financial condition, and liquidity and capital resources.
* Tell us why you have not provided the above information in your
MD&A to provide investors information about these critical
accounting
estimates.

Liquidity and Capital Resources, page 70

3. It appears that your discussion of cash flows focuses primarily
on
caption changes in the consolidated statement of cash flows and
that
your discussion of liquidity focuses primarily on insurance
industry
matters, which is not commensurate with a robust discussion of
your
liquidity and capital resources.  Please provide us  insight into
your cash requirements as well as your sources and uses of cash,
other material factors necessary to an understanding of your cash
flows, and the indicative value of historical cash flows
consistent
with Section IV of SEC Release No. FR-72.  Where there has been
material variability in historical cash flows, describe the
underlying reasons for these changes, as well as the reasonably
likely impact of known trends and uncertainties on your payment of
claims. In your response, integrate this discussion with existing
disclosure in contractual obligations, asset/liability management,
and investments and tell us why you have not included the
information
requested in this comment in your filing.

Contractual Obligations, page 72

4. Please tell us why estimated payments associated with your
policy
liabilities and accruals and investment deposits by policyholders
were excluded from the contractual obligation table as it appears
that these liabilities represent future legal obligations. Due to
the
significance of these future legal obligations, we believe that
inclusion of these amounts in the contractual obligation table
will
allow investors to more fully evaluate your liquidity and capital
resources. The purpose of SEC Release No. FR-67 is to obtain
enhanced
disclosure concerning a registrant`s contractual payment
obligations
and the exclusion of ordinary course items is inconsistent with
the
objective of Item 303(a) (5) of Regulation S-K.  Explain to us why
your "Cash Flows" discussion did not address the impact of these
payments and other factors on liquidity at the subsidiary level.
Consolidated Financial Statements

Notes to Consolidated Financial Statements

Basis of Presentation and Significant Accounting Policies

(n) Investment Deposits by Policyholders, page F-14

5. We are unable to locate your disclosure of the financial
statement
classification of retained maturity refunds and whether the
retained
maturity refunds are legally or in substance available to fund
claim
losses, which were addressed in our comment letter to you, dated
April 11, 2003.  Please tell us where you have provided this
disclosure or why it was omitted from your filing. Explain to us
the
factors that would cause a difference between the present value of
future payments of maturity refunds of contracts in force and the
present value of the savings portion of future premiums, i.e.
refund
provisions, and the financial statement classification of refund
provisions. Tell us the amount of retained maturity refunds and
refund provisions for each period presented.

6. Please explain to us the contractual definition of "total
loss",
the related trigger points that relieve you from your obligation
to
make "maturity refunds" and the nature and magnitude of additional
payments that may be made depending upon your investment
performance
during the term of the policy.  Tell us how you account for such
estimated additional payments.

o) Reinsurance, page F-15

7. Please describe to us the significant types of reinsurance
contracts you have executed, including ART and catastrophe
reinsurance, the accounting method utilized for each type, e.g.
retrospective or prospective, and the credit risk associated with
reinsurance recoverable on losses and prepaid reinsurance
premiums.
Please tell us why you did not disclose the significant types of
reinsurance contracts executed as required by Rule 7-03(a) (13)(c)
of
Regulation S-X.

Note 4. Reinsurance, page F-26

8. Please describe to us the strategic objectives of your
reinsurance
activities, how your reinsurance agreements have been structured
to
achieve these objectives and the actual and expected impact of
these
arrangements on your operations, cash flow and financial position
for
each period presented. Explain to us the basis for your decision
not
to provide footnote disclosure of your insurance pooling
arrangements
with the Japan Earthquake Reinsurance Company Limited and the CALI
Reinsurance Pool, including the basis for and timing of your
assessments under each program, the amount of related provisions
in
policy liabilities and accruals, and the relevant technical
literature that you relied upon in accounting for these
arrangements.

Note 16. Business Segments, page F-39

9. Based on your description of business starting on page 16, it
appears that you have reportable segments under SFAS 131 in
addition
to property and casualty and life insurance.  For example, it
appears
that the lines of business within property and casualty are
reportable segments and do not meet the aggregation criteria in
paragraph 17 of SFAS 131.  Please explain to us how you determined
reportable segments under SFAS 131. Tell us if you have combined
information about operating segments that do not meet the
quantitative thresholds with other reportable segments.  If so,
explain to us how you have complied with paragraphs 19 and 21 of
SFAS
131.

10. Please tell us why underwriting results were not disclosed and
reconciled to total consolidated profit or loss as it appears to
be
the measure reported to the chief operating decision maker for
purposes of making decisions about allocating resources and
assessing
property and casualty operating performance.  Please refer to
paragraphs 25 and 32 of SFAS 131.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Your letter
should
key your responses to our comments.  Detailed letters greatly
facilitate our review.  Please file your letter on EDGAR under the
form type label CORRESP.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Frank Wyman, Staff Accountant, at 202-551-
3660
or Don Abbott, Senior Staff Accountant, at 202-551-3608 if you
have
questions regarding the comments.  In this regard, do not hesitate
to
contact me, at (202) 551-3679.

								Sincerely,

								Jim B. Rosenberg
							Senior Assistant Chief
      Accountant
??

??

??

??

Mr. Kuneo Ishihara
Millea Holdings, Inc.
June 16, 2005
Page 5

</TEXT>
</DOCUMENT>