Securities Exchange Act of 1934
Rule 13d-1(b)(1)

No Action Letter:
Mitsubishi UFJ Financial Group, Inc. and Designated Subsidiaries

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

January 23, 2006

Tong Yu
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Fukoku Seimei Building
2-2 Uchisaiwaicho 2-Chome
Chiyoda-Ku, Tokyo 100-0011
Japan

Dear Mr. Yu:

We are responding to your letter dated January 23, 2006 addressed to Brian V. Breheny and Christina Chalk, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Each defined term in this letter has the same meaning as in your January 23, 2006 letter, unless we indicate otherwise.

The Division of Corporation Finance will not recommend enforcement action to the Commission if Mitsubishi UFJ Financial Group, Inc. and the Designated Subsidiaries listed in Annex A to your letter report beneficial ownership on Schedule 13G under those circumstances in which they could so report if they were entities of the type identified in Rule 13d-1(b)(1)(ii) under the Securities Exchange Act of 1934.

The foregoing no-action position taken under Rule 13d-1(b)(1)(ii) of the Exchange Act is based solely upon the facts described and the representations made in your letter. In particular, we note your representations regarding the comparability of the relevant foreign laws that govern Mitsubishi UFJ Financial Group, Inc. and the Designated Subsidiaries and the US laws governing entities of the type listed in Rule 13d-1(b)(1)(ii). We also note the undertaking by Mitsubishi UFJ Financial Group, Inc. and the Designated Subsidiaries to furnish to the Commission, upon request, the information that would be required to be disclosed if they filed Schedules 13D.

Any change in the facts described and representations made in your January 23, 2006 letter may change our conclusion. This letter only expresses our position on enforcement action. It does not express any legal conclusions, including, but not limited to, any legal conclusions on the questions presented or the information required to be disclosed on any Schedule 13G filed by Mitsubishi UFJ Financial Group, Inc. or the Designated Subsidiaries.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/mufg012306.htm