Mail Stop 3561

      January 11, 2006


Via U.S. Mail

Montgomery F. Moran
President and Chief Operating Officer
Chipotle Mexican Grill, Inc.
1543 Wazee Street, Suite 200
Denver, CO  80202

Re: 	Chipotle Mexican Grill, Inc.
	Amendment no. 3 to Registration Statement on Form S-1
	Filed January 10, 2006
	File No. 333-129221

Dear Mr. Moran,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  Page references are to the marked copies you provided.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Customers Who Sell For Us, page 2
1. We note your last sentence of this section.  Please list for
readers of the paper version of your prospectus the additional
materials available at the chipotleipo.com website and state that
the
material has been filed with the SEC as Annex A to the prospectus.
Please revise here and in the fourth full paragraph on page 66.

Underwriters, page 99
Directed Share Program, page 102
2. We note from your directed share program materials that the
shares
purchased through the program will be subject to lock-up for 180
days.  Please revise this section to briefly describe the lock-up
agreements.

Note 10. Earnings Per Share, page F-22
3. Please revise the first paragraph of your disclosure on page F-
22
to explain the nature and terms of the transactions comprising the
"Reclassification" transactions.

* * * * *

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jeffrey Jaramillo at (202) 551-3212 or Linda
Cvrkel at (202) 551-3813 if you have questions regarding comments
on
the financial statements and related

matters.  Please contact Rolaine Bancroft at (202) 551-3313 or me
at
(202) 551-3765 with any other questions.

      Regards,


      Pamela Long
      Assistant Director


cc:	Janet L. Fisher, Esq.
      Cleary Gottlieb Steen & Hamilton LLP
	via facsimile:  (212) 225-3999
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Montgomery F. Moran
January 11, 2006
Page 1