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Correspondence Letter

 August 2, 2005

 By Facsimile and E-mail

 Mr. Jim B. Rosenberg

 Mr. Frank Wyman

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Washington, D.C. 20549

 Facsimile No.: 1-202-772-9217

 E-mail: (c/o wymanf@sec.gov)

Re:
Millea Holdings, Inc.

 Form 20-F for the Fiscal
Year Ended March 31, 2004

 (File No. 000-31376)

 Dear Messrs. Rosenberg and Wyman:

 On behalf of Millea Holdings, Inc. (“Millea Holdings”), we are responding to the comment letter of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 16, 2005 relating to Millea Holdings’ annual report on Form 20-F for the fiscal year ended March 31, 2004 (the “2004 Form
20-F”).

 In connection with responding to the
Staff’s comments, we can advise you that Millea Holdings acknowledges that:

•

Millea Holdings is responsible for the adequacy and accuracy of the disclosure in its filings required under the Securities Exchange Act of 1934;

•

Staff comments or any changes to disclosure made in response to comments do not foreclose the Commission from taking any action with respect to the 2004 Form 20-F; and

 Securities and Exchange Commission

August 2, 2005

•

Millea Holdings may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

 Millea Holdings’ responses to the
Staff’s comments are set forth below. References to “we”, “us” and “our” in the responses set forth below are to Millea Holdings, unless the context otherwise requires.

 Comment 1:

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Critical Accounting Polices, 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.

 Response:

 We note the Staff’s comment. While we believe our current 2004 Form 20-F accurately discloses our critical accounting policies for the fiscal year
ended March 31, 2004, we confirm that in future Form 20-F filings we will seek to provide additional details outlining accounting policies which may be material in respect of the financial reporting periods presented.

 In particular, in our annual report on Form 20-F for the fiscal year ended
March 31, 2005 (the “2005 Form 20-F”), we currently expect to provide a more detailed explanation of our “impairment of securities available for sale” and “valuation allowance for loan losses” accounting
policies. We believe this additional information, together with changes and additions to our accounting

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 policies for policy liabilities and
accruals (addressed in Comment 2 below), will significantly enhance our overall critical accounting policies disclosure.

 Please see Annex 1 attached hereto for a form of the current draft disclosure we expect to include in our 2005 Form 20-F in respect of Comment 1.

 Comment 2:

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.

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Response:

 We note the Staff’s comment. While we believe our current 2004 Form 20-F accurately discloses our accounting policies for policy liabilities and accruals for the fiscal year ended March 31, 2004, we confirm that
in future Form 20-F filings we will seek to provide additional details outlining our policies in this area. In particular, in our 2005 Form 20-F we currently expect to provide a more detailed explanation of our actuarial and reserve methodology
which will comment on:

•

expected variability and trends;

•

losses, claims and loss adjustment expenses liability; and

•

actual loss development information pertaining to insured events that have occurred in the past.

 Please see Annex 2 attached hereto for a form of the current draft disclosure we expect to include in our 2005 Form 20-F in
respect of Comment 2. As described therein, we use actuarial methods to determine our best estimate of policy liabilities and accruals rather than a range of estimates. Certain items in Annex 2 appear in bullet form since the calculation of 2004 and
2003 data will be affected by our reclassification of internal reporting as described in Annex 9 and the reclassified numbers are not yet available. We expect to provide data for these periods, along with the 2005 data, in our 2005 Form 20-F.

 Comment 3:

 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.

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Response:

 We note the Staff’s comment. While we believe our current 2004 Form 20-F accurately discloses our liquidity and capital resources position for the fiscal year ended March 31, 2004, we confirm that in future Form
20-F filings we will seek to provide additional details outlining and explaining our liquidity and capital resources. In particular, in our 2005 Form 20-F we currently expect to add commentary on our asset-liability management experience for
investment-type deposits (deposits, annuity and pension) and liquidity management for catastrophic natural disasters, including earthquakes and typhoons.

 Please see Annex 3 attached hereto for a form of the current draft disclosure we expect to include in our 2005 Form 20-F in respect of Comment 3.

 Comment 4:

 Contractual Obligations, page 72

4-1.
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.

Response:

 We note the Staff’s comment in respect of proposed tabular estimated payment obligations disclosure. Since these obligations constitute liabilities for which payments are not reasonably fixed or determinable, we
continue to believe that this disclosure is appropriately not included in our contractual obligations table. In response to the Staff’s comment, however, we propose to add footnote disclosure to clarify that these potential liabilities are
excluded from the tabular disclosure and to indicate the reasons for exclusion.

 Please see Annex 4 attached hereto for a form of the current draft disclosure we expect to include in our 2005 Form 20-F in respect of Comment 4.

4-2.
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.

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Response:

 We note the Staff’s comment in respect of the impact of contractual payment obligations and other factors on our liquidity. While we believe our current 2004 Form 20-F accurately discloses our liquidity position
for the fiscal year ended March 31, 2004, we confirm that in future Form 20-F filings we will seek to provide additional details outlining and explaining our liquidity. In particular, in our 2005 Form 20-F we currently expect to add commentary on
the contractual payment obligations and other factors that impact our liquidity.

 Please see Annex 3 attached hereto for a form of the current draft disclosure we expect to include in our 2005 Form 20-F in respect of Comment 4.

 Comment 5:

 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Basis of Presentation and Significant Account 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.

Response:

 We note the Staff’s comment. The table set forth below highlights the location of our current 2004 Form 20-F disclosure responsive to the Staff’s comment, as well as proposed changes in our 2005 Form 20-F
intended to clarify this disclosure:

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 Staff Comment

 Location and Text of Current 2004 Form 20-F
Disclosure Related to Staff Comment

 Proposed Change to

 Clarify Disclosure

“disclosure of financial statement classification of retained maturity refunds”

Page F-15: The premium for the savings portion of the contract is accounted for as an increase to liabilities for refunds captioned “investment deposits by policyholders”.

 Deposit accounting is utilized for the savings portion of the contract. Accordingly, premiums received for the savings portion of outstanding
contracts are recorded as liabilities captioned “investment deposits by policyholders”.

 Investment deposits by policyholders are accreted using the interest rate method based on the present value of expected payments on the investment portion of outstanding contracts, without deductions for future
surrender penalties. The amount of expected payments includes estimated retained maturity refunds from “total loss” policies, which are paid to other holders of maturing policies.

“whether the retained maturity refunds are legally or in substance available to fund claim losses”

Page F-15: The deposit premiums are not used to fund indemnity claims in the case of a total loss.

The use of deposit premiums, including retained maturity refunds, are legally restricted for the benefit of policyholders making investment deposits and cannot be used to fund indemnity claims
in the case of a total loss or any other losses. Accordingly, we do not use, in fact and in substance, retained maturity refunds to fund such claims.

 The 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 represents the balance recorded as a liability captioned “investment deposits by policyholders”.
The main factors for determining this liability include the maturity value of investment contracts outstanding and the discount and total loss forfeiture rates applied to these contracts.

 Our consolidated financial statements included in our 2004 Form 20-F referred to both “investment deposits by
policyholders” and “refund provisions”. To clarify the references, in our consolidated financial statements to be included in our 2005 Form 20-F, we expect to refer only to “investment deposits by policyholders”. This change
will be reflected as follows:

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 Location and Text of

 Current Form 20-F Disclosure

 Proposed Changes to Disclosure

Page F-15: At the end of each fiscal year, the present value of future payments of maturity refunds of contracts in force less the present value of the savings portion of future premiums is
accounted for as refund provisions.

At the end of each fiscal year, “investment deposits by policyholders” are adjusted to reflect the present value of contracts in force.

 As noted above, the
estimated amount of retained maturity refunds are factored into “investment deposits by policyholders”, and for this reason, we normally do not separately track the amount of retained maturity refunds for each period. We note for the Staff
that retained maturity refunds have a weighted average annual frequency of approximately 0.05% and based on this ratio, the retained maturity refunds during the years ended March 31, 2004 and 2003 were approximately ¥1,154 million and ¥1,210
million, respectively.

 Comment 6:

6.
Please explain to us