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Letter of Correspondence

 September 8, 2005

 By Facsimile and E-mail

 Mr. Jim B. Rosenberg

 Mr. Don Abbott

 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; abbottd@sec.gov)

Re:

 Millea Holdings, Inc.

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

 (File No. 000-31376)

 Dear Messrs. Rosenberg, Abbott 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 September 7, 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 accordance with our recent discussions, set forth below are Millea Holdings’ responses to the Staff’s comments. As Comment 2 requires changes
to the notes to Millea Holdings’ consolidated financial statements, we would very much appreciate the Staff’s assistance in providing any further comments with respect to Comment 2 as soon as practicable.

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

Securities and Exchange Commission

September 8, 2005

 Comment 1:

 Note 4. Reinsurance, page F-26

1.
Please refer to prior comment 4. We have read your proposed new disclosure. You appear to have determined that the amount of loss reserves related to JER was “nil” at
March 31, 2004 because no earthquake losses were outstanding at that time and none had been charged to the Company through JER. Apparently, when such retrocessional losses are outstanding, you record them on an incurred basis in accordance with SFAS
60. Please expand your proposed disclosure disclosures in MD&A to discuss the amount of related premiums, claims and profit for each period presented for this line of business.

 Response:

 In response to the Staff’s comment, we confirm that we expect to include the requested additional disclosure in the
MD&A section in our annual report on Form 20-F for the fiscal year ended March 31, 2005 (the “2005 Form 20-F”) under “Results of Operations” as follows:

 * * * * *

 The premiums earned (net of reinsurance), claims incurred (net of reinsurance) and the resulting profit for JER-related policies for the years ended March
31, 2005, 2004 and 2003 are as follows:

(Yen in million)

2005

2004

2003

 Premiums earned, net of reinsurance

¥
Ÿ

4,930

4,550

 Losses incurred, net of reinsurance

Ÿ

—

—

 Profit as per above

¥
•

4,930

4,550

 Comment 2:

 Note 16. Business Segments, page F-39

2.
Please refer to prior comment 5. It appears from your proposed disclosure that the caption, “Japanese GAAP income before income tax expense,” is based on premiums
written and losses paid. Please confirm to us that under Japanese GAAP, revenue recognition is determined on a premiums written and not a premiums earned basis and loss expense recognition is on a paid and not an accrual basis. If this is not
Japanese GAAP, please clarify your disclosure accordingly.

 2

Securities and Exchange Commission

September 8, 2005

 Response:

 In response to the Staff’s comment, we confirm that the line item captioned “Japanese GAAP income before income tax expense” is a Japanese
GAAP measure calculated based on earned premiums and incurred losses, although under Japanese GAAP balances of premiums earned and incurred losses are not separately disclosed.

 Under Japanese GAAP, the line item captioned “premiums written” is separately shown as a revenue item while the
line item captioned “losses paid” is separately shown as an expense item. Premiums written and losses paid, when combined with certain charges (e.g., the net impact of the change in liability for: unearned premium reserves; future
benefits; case reserves; and incurred but not reported), become premiums recognized on an earned basis and losses on an incurred basis. However, as stated above, balances of premiums earned and incurred losses are not separately disclosed under
Japanese GAAP and, accordingly, do not appear in our Japanese GAAP income statements. Our internal management reporting reflects this Japanese GAAP presentation on a summarized basis.

 The charges noted above have been included in the line item captioned “Other income (expense) – net” in our
internal management reporting. Accordingly, in response to the Staff’s comment, we would propose to enhance our disclosure of what are included in “Other income (expense) – net” to illustrate more clearly the basis on which
premiums are recognized on an earned basis and losses on an incurred basis.

 Please see Annex 1 attached hereto for a revised form of the draft note disclosure we expect to include in our consolidated financial statements in the 2005 Form 20-F in respect of Comment 2. We have set forth in
boldface type the new language proposed to be included in Annex 1.

 * * * * *

 3

Securities and Exchange Commission

September 8, 2005

 If you have any questions about this response letter or any further comments on Millea Holdings’
2004 Form 20-F, please do not hesitate to contact Mr. Katsumi Suetsugu of Millea Holdings in Tokyo (Tel: +81-3-6212-3597; Fax: +81-3-6212-3712), Mr. Michael Liesmann of PricewaterhouseCoopers LLP in New York (Tel: 973-236-4569; Fax: 813-741-4625) or
Eugene Gregor of Davis Polk & Wardwell in Tokyo (Tel: +81-3-5561-4566; Fax: +81-3-5561-4425).

Sincerely yours,

 /s/ Eugene C. Gregor

Eugene C. Gregor

 Attachments

cc:

Mr. Katsumi Suetsugu

Mr. Hirokazu Fujita

Mr. Shigeru Taguchi

Mr. Makoto Hirokawa

     Millea Holdings, Inc.

Mr. Michael Liesmann

     PricewaterhouseCoopers LLP

Mr. Akira Yamate

     ChuoAoyama PricewaterhouseCoopers

Theodore A. Paradise, Esq.

Fumiko Yokoo, Esq.

     Davis Polk & Wardwell, Tokyo Office

 4

 Annex 1 - Proposed Draft Disclosure for Consolidated

 Financial Statements Note 18 for 2005 Form 20-F

 Set forth below is proposed draft disclosure for Note 18 to our consolidated financial statements which we expect to include in our 2005 Form 20-F.

 Notes to Consolidated Financial Statements

 18. Business Segments

 The Company’s business segment information is derived from the Company’s internal management reporting system used
by management to measure the performance of its business segments. The business segment information is based on financial information prepared on a Japanese GAAP basis with certain limited presentation differences from that utilized in the
Company’s external Japanese GAAP financial reporting. Additionally, the format and information presented in the internal management reporting are not consistent with our consolidated financial statements prepared on an U.S. GAAP basis.

 During the year ended March 31, 2005, the Company completed an
internal reorganization which included an integration of the Company’s two main operating property and casualty subsidiaries in Japan. Due mainly to this reorganization, the Company has modified its internal management reporting system. This
has resulted in a change during the year ended March 31, 2005 of the reportable business segments as well as the internal management information presented. The comparative business segment disclosure presented below for the years ended March 31,
2004 and 2003 has also been reclassified to conform to the presentation for the year ended March 31, 2005.

 The Company is currently organized according to the products and services it offers. These segments are as follows:

1.
Property and casualty. The Company writes insurance policies, through its subsidiary Tokio Marine & Nichido, for the following lines of business: Marine; Fire and Allied;
Voluntary Automobile; Personal Accident; Compulsory Automobile Liability Insurance (“CALI”); and Other, principally covering risks located in Japan (for Marine, covering risks of Japanese businesses located in Japan or elsewhere). The
Company’s management evaluates the results of the segment based upon Japanese GAAP premium income and loss ratio.

2.
Life. The life insurance segment primarily assumes whole-life insurance and medical insurance. The Company’s management evaluates the results of this segment based upon
Japanese GAAP income before income tax expense.

3.
Other. The Company engages in certain other businesses, including the investment management business and foreign operations. Such other businesses are not significant on a
segmental level.

 There is no revenue derived
from transactions with a single major external customer amounting to 10% or more of the Company’s revenue for the years ended March 31, 2005, 2004 and 2003.

 The Company’s management does not evaluate the results of each of its segment based upon segment assets.

 The business segment information derived from the Company’s internal
management reporting system is summarized in the two types of tables below. The internal reporting presentation differs from that utilized in the Company’s external Japanese GAAP financial reporting. Principal presentational differences
are:

•

Summarized income statement. The Company’s internal management reporting is more summarized than that presented in the Company’s external Japanese GAAP
financial statements.

 A1-1

•

Subtotals. The external financial reporting does not include the subtotals presented in the internal management reports for P&C underwriting profits nor does it
include the P&C loss ratio.

 The first
set of tables summarizes the information by the three operating segments while the second set of tables provides information on the property and casualty (“P&C”) business by major internal reporting units, in each case for the years
ended March 31, 2005, 2004 and 2003.

 Information by operating
segments is as follows:

(Yen in millions)

 Property

 and

 casualty

Life

Other

Total
reportable
segments

Elimination
and
adjustments

Consolidated

 2005:

 P&C premiums written (1)

¥
·

—

·

·

·

·

 P&C losses paid (2)

·

—

·

·

·

·

 P&C loss adjustment expenses paid (2)

·

—

·

·

·

·

 Life premiums (3)

—

·

·

·

·

·

 Policy benefits and losses paid for life (3)

—

·

·

·

·

·

 Underwriting expenses (3)

·

·

·

·

·

·

 P&C underwriting profit

·

—

·

—

—

—

 P&C loss ratio (4)

·
%

—

—

—

—

—

 Investment income & realized gains on investment (3)

·

·

·

·

·

·

 Other income (expenses) – net (3)(5)

·

·

·

·

·

·

 Japanese GAAP income before income tax expense

¥
 ·

·

·

·

·

·

 Total assets (3)

¥
 ·

·

·

·

·

·

(Yen in millions)

 Property
and

 casualty

Life

Other

Total
reportable
segments

Elimination
and
adjustments

Consolidated

 2004:

 P&C premiums written (1)

¥
1,904,225

—

39,405

1,943,630

(21
)

1,943,609

 P&C losses paid (2)

(943,640
)

—

(13,409
)

(957,049
)

97

(956,952
)

 P&C loss adjustment expenses paid (2)

(75,630
)

—

(2,259
)

(77,889
)

1,629

(76,260
)

 Life premiums (3)

—

358,140

607

358,747

(47,855
)

310,892

 Policy benefits and losses paid for life (3)

—

(75,349
)

(477
)

(75,826
)

47,731

(28,095
)

 Underwriting expenses (3)

(599,860
)

(57,866
)

(19,557
)

(677,283
)

(23,802
)

(701,085
)

 P&C underwriting profit

285,095

—

4,180

—

—

—

 P&C loss ratio (4)

53.5
%

—

—

—

—

—

 Investment income & realized gains on investment (3)

101,079

33,107

9,765

143,951

(22,834
)

121,117

 Other income (expenses) – net (3)(5)

(210,213
)

(257,829
)

(3,016
)

(471,058
)

22,050

(449,008
)

 Japanese GAAP income before income tax expense

¥
175,961

203

11,059

187,223

(23,005
)

164,218

 Total assets (3)

¥
9,077,139

1,680,809

320,338

11,078,286

(72,030
)

11,006,256

 A1-2

(Yen in millions)

 Property
and

 casualty

Life

Other

Total
reportable
segments

Elimination
and
adjustments

Consolidated

 2003:

 P&C premiums written (1)

¥
1,866,079

—

30,594

1,896,673

(34
)

1,896,639

 P&C losses paid (2)

(908,883
)

—

(18,565
)

(927,448
)

107

(927,341
)

 P&C loss adjustment expenses paid (2)

(74,051
)

—

(2,143
)

(76,194
)

1,426

(74,768
)

 Life premiums (3)

—

443,236

819

444,055

(39,405
)

404,650

 Policy benefits and losses paid for life (3)

—

(65,095
)

(430
)

(65,525
)

39,385

(26,140
)

 Underwriting expenses (3)

(609,316
)

(53,472
)

(18,865
)

(681,653
)

(25,669
)

(707,322
)

 P&C underwriting profit

273,829

—

(8,979
)

—

—

—

 P&C loss ratio (4)

52.7
%

—

—

—

—

—

 Investment income & realized gains on investment (3)

131,611

46,047

9,915

187,573

(80,940
)

106,633

 Other income (expenses) – net (3)(5)

(243,130
)

(371,975
)

3,573

(611,532
)

18,692

(592,840
)

 Japanese GAAP income before income tax expense

¥
162,310

(1,259
)

4,898

165,949

(86,438
)

79,511

 Total assets (3)

¥
8,622,237

1,291,375

299,242

10,212,854

(267,045
)

9,945,809

(1)
P&C premiums written represents P&C premiums written in accordance with Japanese GAAP, except that it excludes premiums related to savings contracts.

(2)
P&C losses paid and P&C loss adjustment expenses paid represent P&C losses paid and P&C loss adjustment expenses paid during the period in accordance with Japanese
GAAP, except that it excludes case reserves and incurred but not reported accruals.

(3)
Calculated in accordance with Japanese GAAP.

(4)
Ratio of losses and loss adjustment expenses paid to premiums written.

(5)
Other income (expenses) includes the following:

(a)
Change in liability for: unearned premium reserves; future benefits; case reserves; and incurred but not reported;

(b)
Premiums received on investment deposit contracts; and

(c)
Other income and expenses on a net basis.

 After application of items in (a) and (b) above, the amounts presented under the caption “Japanese GAAP income before income tax expense” in
this table generally reflect premiums recognized on an earned basis and claims on an incurred basis during the periods presented.

 Information on major P&C internal reporting units is as follows:

(Yen in millions)

Marine

Fire and
Allied

Voluntary
Auto mobile

Personal
Accident

CALI

Other

Total

 2005:

 Premiums written (1)

¥
·

·

·

·

·

·

·

 Losses paid (2)

¥
·

·

·

·

·

·

·

 Loss adjustment expenses paid (2)

¥
·

·

·

·

·

·

·

 Loss ratio (3)

·
%

·
%

·
%

·
%

·
%

·
%

·
%

 A1-3

(Yen in millions)

Marine

Fire and
Allied

Voluntary
Auto mobile

Personal
Accident

CALI

Other

Total

 2004:

 Premiums written (1)

¥
60,780

252,825

871,761

151,062

333,642

234,155

1,904,225

 Losses paid (2)

¥
36,471

78,529

501,773

65,228

137,383

124,256

943,640

 Loss adjustment expenses paid (2)

¥
1,843

3,075

41,279

5,407

17,530

6,046

75,630

 Loss ratio (3)

63.0
%

32.3
%

62.3
%

46.8
%

46.4
%

55.6
%

53.5
%

(Yen in millions)

Marine

Fire and
Allied

Voluntary
Auto mobile

Personal
Accident

CALI

Other

Total

 2003:

 Premiums written (1)

¥
59,002

244,642

893,507

153,233

280,884

234,811

1,866,079

 Losses paid (2)

¥
30,636

86,399

504,121

67,861

100,465

119,401

908,883

 Loss adjustment expenses paid (2)

¥
1,812

3,081

39,307

6,716

16,822

6,313

74,051

 Loss ratio(3)

55.0
%

36.6
%

60.8
%

48.7
%

41.8
%

53.5
%

52.7
%

(1)
Premiums written represents premiums written in accordance with Japanese GAAP, except that it excludes premiums related to savings contracts.

(2)
Losses paid and loss adjustment expenses paid represent losses paid and loss adjustment expenses paid during the period in accordance with Japanese GAAP, except that it excludes
case reserve and incurred but not reported accruals.

(3)
Ratio of losses and loss adjustment expenses paid to premiums written.

 Reconciliation to U.S. GAAP

 As noted above, the measurement bases of the income and expense items covered in the Company’s internal management reporting system are different
from those accom