UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 13F

                               FORM 13F COVER PAGE


Report for the Calendar Year or Quarter Ended:   December 31, 2012

Check here if Amendment [ ]; Amendment Number: _____
  This Amendment (Check only one.):       [ ] is a restatement.
                                          [ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:       Mitsubishi UFJ Financial Group, Inc.
Address:    7-1, Marunouchi 2-chome
            Chiyoda-ku, Tokyo 100-8330
            Japan

Form 13F File Number:  28-13582

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:       Tadashi Yamamoto
Title:      Senior Manager
Phone:      81-3-3240-3665

Signature, Place, and Date of Signing:

  /s/ Tadashi Yamamoto              Tokyo, Japan             February 8, 2013
----------------------------     ---------------------     -------------------
         Signature                    City, State                  Date

MITSUBISHI UFJ FINANCIAL GROUP, INC. (MUFG) IS THE PARENT HOLDING COMPANY OF A
NUMBER OF OPERATING SUBSIDIARIES, SOME OF WHICH ARE OR MAY BE INSTITUTIONAL
INVESTMENT MANAGERS FOR THE PURPOSES OF THE REPORTING REQUIREMENTS UNDER SECTION
13(F) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE ACT) AND THE RULES PROMULGATED
THEREUNDER. MUFG ITSELF DOES NOT DIRECTLY EXERCISE INVESTMENT DISCRETION WITH
RESPECT TO ANY SECTION 13(F) SECURITIES POSITIONS EXCEPT THOSE THAT MAY BE
INCLUDED IN THIS FORM 13F. TO THE EXTENT THAT MUFG'S OWNERSHIP INTEREST IN SUCH
OPERATING SUBSIDIARIES IS DEEMED THE EXERCISE OF INVESTMENT DISCRETION REGARDING
CERTAIN OF SUCH SUBSIDIARIES' MANAGED ACCOUNTS, THE INFORMATION REQUIRED BY FORM
13F WITH RESPECT TO SUCH ACCOUNTS IS INCLUDED IN THE REPORT SEPARATELY FILED BY
EACH OF THE OPERATING SUBSIDIARIES THAT ARE INSTITUTIONAL INVESTMENT MANAGERS
SUBJECT TO SECTION 13(F) OF THE ACT.






Report Type (Check only one.):

[ ]  13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
     are reported in this report.)

[ ]  13F NOTICE. (Check here if no holdings reported are in this report, and all
     holdings are reported by other reporting manager(s).)

[X]  13F COMBINATION REPORT. (Check here if a portion of the holdings for this
     reporting manager are reported in this report and a portion are reported by
     other reporting manager(s).)

List of Other Managers Reporting for this Manager:

      FORM 13F FILE NUMBER   NAME
      --------------------   ----


      28-13564               Mitsubishi UFJ Trust and Banking Corporation

      28-13570               Mitsubishi UFJ Securities Holdings Co., Ltd.

      28-13566               Mitsubishi UFJ Asset Management Co., Ltd.

      28-13569               Kokusai Asset Management Co., Ltd.

      28-04665               UnionBanCal Corporation

      28-05836               The Bank of Tokyo-Mitsubishi UFJ, Ltd.

      28-13602               MU Investments Co., Ltd.

      28-14928               Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.









                              FORM 13F SUMMARY PAGE

Report Summary:


Number of Other Included Managers:         0
                                         --------------

Form 13F Information Table Entry Total:    1
                                         --------------

Form 13F Information Table Value Total:    $8,260,168
                                         --------------
                                           (thousands)



List of Other Included Managers:


Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.

    None.








                                                FORM 13F INFORMATION TABLE

      COLUMN 1            COLUMN 2  COLUMN 3   COLUMN 4          COLUMN 5         COLUMN 6   COLUMN 7            COLUMN 8
------------------------  -------- ----------  --------   ---------------------  ---------- ---------- --------------------------
                           TITLE                VALUE     SHRS OR    SH/  PUT/   INVESTMENT   OTHER         VOTING AUTHORITY
    NAME OF ISSUER        OF CLASS   CUSIP     (X$1000)   PRN AMT    PRN  CALL   DISCRETION  MANAGERS   SOLE       SHARED   NONE
------------------------  -------- ----------  --------   ---------------------  ---------- ---------- --------------------------
                                                                                            
Morgan Stanley            COM      617446448   8,260,168  432,017,152  SH         SOLE                 432,017,152     0      0