SecProbe.io

Mail Stop 4720

September 29, 2016

Via E-mail
Kirt Gardner
Chief Financial Officer
UBS Group  AG
677 Washington Boulevard
Stamford, Connecticut 06901

Re: UBS Group AG
 UBS AG
 Form s 20-F for Fiscal Year Ended December 31, 2015
Filed March 18, 2016
Form 6 -K dated July 29, 2016
File No s. 1-36764 and 1-15060

Dear Mr. Gardner :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe  our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 20 -F

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syrian Human Rights Act,
page 12

1. In your letter to us dated September 30, 2013, you described contacts with Syria and
Sudan.  As you are aware, Syria and Sudan are designated by the U.S. Department of
State as state sponsors of terrorism and  are subject to U.S. economic sanctions and export
controls.  Your Form 20 -F does not include information about those countries.  Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Syria and Sudan since your 20 13 letter, whether through subsidiaries, affiliates,
customers or other direct or indirect arrangements.  You should describe any products,
services, or technology you have provided to Syria and Sudan, directly or indirectly, and

Kirt Gardner
UBS Group  AG
September 29, 2016
Page 2

 any agreements, commercial  arrangements, or other contacts with the governments of
those countries or entities they control.

2. Please discuss the materiality of any contacts with Syria and Sudan you describe in
response to the comment above, 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 the subsequent inter im 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 know, 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.  You should  address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Syria and Sudan.

Consolidated Financial Statements of UBS Group AG, page 390

Note  1 Summary of significant ac counting policies , page 409

b) Changes in accounting policies, comparability and other adjustments , page 428

Statement of cash flows – definition of cash and cash equivalents , page 428

3. Please address the following regarding your disclosure that you have  changed your
definition of cash and cash equivalents to ex clude cash collateral receivables on
derivative instruments with bank counterparties.

 Please describe the drivers for this change in classification.  As part of your response, t ell
us how you co nsidered paragraph 7 of IAS 7 in determining your treatment of these
receivables before and after the change.

 Tell us the duration terms of the derivative contracts which are collateralized by the cash
receivables formerly treated as cash equivalents.

 Clarify whether all cash collateral receivables from banks for your derivative contracts
were formerly included in cash equivalents or only a subset of your cash collateral
receivab les meeting certain parameters.  Please identify  any suc h parameters in y our
response.

Kirt Gardner
UBS Group  AG
September 29, 2016
Page 3

Form 6 -K filed on July 29, 2016

UBS Group AG Interim Consolidated Financial Statements , page 75

Note 1. Basis of Accounting, page 86

London Clearing House interest rate swaps converted to a settlement model, p age 86

4. We note your disclosure that effective June 30, 2016 you elected to convert your interest
rate swaps transacted with the London Clearing House (LCH) from the previous
collateral model to a settlement model.   Your disclosure goes on to state that the intere st
rate swaps are now legally settled on a daily basis resulting in the derecognition of the
associated assets and liabilities, and the effect of this change as of June 30, 2016 is a CHF
93 billion reduction in gross cash collateral receivables and payable s on derivative
instruments and corresponding netting presented in Note 12.   Please address the
following:

 Tell us in more detail the specific terms that changed as a result of the conversion that
resulted in the interest rate swaps now being considered l egally settled on a daily
basis.   As part of your response, please tell us whether the timing or amount of cash flows
related to the interest rate swaps has changed.

 Tell us whether any of the interest rate swaps that were affected by the conversion were
included in hedge accounting relationships at the time of conversion.   If so, please tell us
your consideration of the guidance in paragraphs 91 and 101 of IAS 39.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, th ey are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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 proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

Kirt Gardner
UBS Group  AG
September 29, 2016
Page 4

You may contact  Michael Henderson, Staff Accountant at (202) 551 -3364 or Kevin W.
Vaughn, Branch Chief at (202) 551 -3494  if you have questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551 -3419 with any other
questions.

Sincerely,

 /s/ Christian N. Windsor

Christian N. Windsor
Special Counsel
Office of Financial Services