Mail Stop 3561

      November 22, 2005


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.
	Registration Statement on Form S-1
	Filed October 24, 2005
	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.

      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.

General
1. We note that your filing includes placeholders for certain
information that will be included at a later date, such as
information
regarding the use of proceeds and beneficial ownership.
Additionally,
we note that several exhibits will be filed by amendment,
including
your restated articles of incorporation, services agreement with
McDonald`s, and your legal opinion.  Please be advised that we may
have additional comments once we have had an opportunity to review
such information.
2. We note the usage of marketing language throughout the
prospectus,
particularly in the summary, MD&A and business sections such as:
"when a chain isn`t a chain"; "food with integrity"; "if you can`t
pronounce it, it`s not in our food"; "act like you own the place";
"one burrito at a time"; "create something special"; "better food
wins"; "if you have good food, people will come" and so on.  We
believe that these slogans do not create or enhance meaningful
disclosure upon which investors will make an investment decision,
are
not consistent with plain English principles, and are
inappropriate in
a disclosure document.  If these phrases are brand names,
trademarks
or slogans, please indicate as such.  If not, please remove them
from
your disclosure.
3. Your disclosure is largely repetitive within the sections.
Please
revise throughout to provide clear and succinct disclosure
regarding
your business for investors.  For example, store opening
statistics
are disclosed on page 3 and again on page 5 of the prospectus
summary.
Please see our comments below for guidance.
4. A number of subheadings in your prospectus do not clearly
reflect
the information that follows and in fact make the disclosure
somewhat
confusing.  For example, on page 56, you use the subheading
"Quality,
not Quantity; Store Locations," but fail to explain why quantity
is
not important.  In fact, throughout your prospectus you seem to
repeat
the fact that you have increased considerably the number of stores
you
have opened in recent years.  Similarly, on page 58, you use the
subheading "Partners, Not Vendors," however your disclosure does
not
explain why your suppliers are your partners and not your vendors.
The subheadings "Sometimes It`s the Whisper That`s Heard:
Advertising
and Marketing" and "Psst, Over Here" on page 59 seem to suggest
that
you are not heavily engaged in advertising your products, however,
your disclosure discusses recent television advertising, an
increasing
number of publications that discuss your products, as well as
recent
spots on "The Osbournes" and MTV`s "The Real World" series.
Please
review your prospectus, particularly the section entitled "What We
Do", and revise subheadings throughout as necessary to address
this
comment.

Registration Statement Cover Page
5. Please list separately the shares of common stock that are
offered
by the selling shareholder as part of the offering and include
those
shares offered to cover over-allotments.

Explanatory Note
6. We note that you refer investors to your website to view your
product advertisements.  It is unclear how you intend for
investors to
use this information.  In general, we do not believe that you
should
use your prospectus to market your products. Rather, it should
provide
investors with the information necessary to make an investment
decision in your securities.  It is not clear how your print,
radio
and television product ads are useful in this regard.  Please
remove
these references and the text in Annex A.

Prospectus summary, page 1
7. We note that your summary, in large part, repeats the
information
contained in the MD&A and the "What We Do" section.  The summary
should not merely repeat the text of the prospectus but should
provide
a brief overview of the key aspects of the offering.  Carefully
consider and identify those aspects of the offering that are the
most
significant.   Please refer to Instruction to 503(a) of Regulation
S-
K.

When a Chain Isn`t a Chain, page 1
8. Please refer to the second paragraph.  Please revise to discuss
financial results from 2003.  Also please disclose your net income
or
loss from the corresponding periods.

Share Conversion, page 5
9. We do not understand how McDonald`s will come to own the class
A
common stock it is offering with this prospectus.  It seems that
your
common stock and preferred stock currently outstanding will
automatically convert to class B stock in connection with this
offering.  We also note your disclosure on the bottom of page 19
that
McDonald`s will own no shares of class A stock upon completion of
this
offering.  Please revise to provide a summary here.  Accordingly,
please revise your "Description of Capital Stock" section to
provide
detailed disclosure of the material transactions related to this
offering.
10. Furthermore, please briefly describe the "certain changes" you
will make to your charter documents, or provide a reference where
the
material changes are discussed in more detail.
11. If you plan to effect a stock split before the closing of this
offering, please revise your historical earnings per share
computations for all periods presented to give retroactive effect
to
the stock split.  Refer to the requirements of paragraph 54 of
SFAS
No. 128 and SAB Topic 4:C.
12. We note from the disclosure on pages 5 and 6  that the shares
to
be issued in connection with your public offering will consist of
Class A shares with one vote per share while your currently
outstanding common and preferred shares will convert into Class B
shares which will have a greater number of votes. Please revise
the
notes to your financial statements to include a footnote
disclosing
the voting rights associated with each category of outstanding
shares
following the completion of your planned public offering. Refer to
the
requirements of paragraph 4 of SFAS No.129. Also, if McDonald`s
will
continue to exercise control or significant influence over the
Company`s operations following the completion of the offering due
to
their ownership of your Class B common shares as the disclosure in
the
last paragraph on page 19 appears to indicate, please revise the
notes
to your financial statements to include disclosure of this
relationship. Refer to the requirements of paragraph 2 of SFAS No.
57.

Risk Factors, page 10

Risks Related to Our Business and Industry, page 10
As we increase our independence form McDonald`s, page 10
13. To the extent material, please quantify the pricing benefit or
the
amount of discounts you receive due to your relationship with
McDonald`s so investors can better understand this risk.
Accordingly,
please revise your disclosure under "Benefits of the McDonald`s
Relationship" on page 78.
14. Furthermore, please disclose whether you believe it is likely
that
McDonald`s will own less than 80%  or 50% of your outstanding
common
stock subsequent to this offering.  If it is likely that either of
these thresholds will be triggered, please elaborate on the
increase
in expenses that you anticipate, quantifying them wherever
possible.

Our growth rate depends primarily on our ability to open new
stores,
page 11
15. It appears from your disclosure that you manage the
construction
and development cost of the new stores, which you then lease.  We
also
note from the disclosure in  note 1 under the heading "Rent" on
page
F-11 that rent expense for the period prior to store opening is
capitalized and included in leasehold improvements in the
consolidated
balance sheet.  In this regard, please explain to us the facts and
circumstances that you consider in concluding that this rent
expense
should be capitalized.  Also, if you are involved in the
construction
of the new stores, please fully and clearly explain to us the
nature
of your involvement and your accounting treatment associated with
the
construction of a build-to-suit real estate project that is to be
leased to you when completed. We may have further comment upon
receipt
of your response.

Risks Relating to Our Affiliation with McDonald`s, page 19
16. We note your disclosure regarding corporate opportunities on
page
80.  Please create a separate risk factor to discuss this risk for
investors.

Risks Relating to Ownership of Our Class A Common Stock, page 21
17. On page 81 we note that class A common stock has fewer votes
per
share than class B common stock.  Please create a risk factor to
discuss this risk to class A common stock holders.  Please address
any
risk associated with the conversion feature of class B to class A
common stock.

Use of Proceeds, page 24
18. Please give the current percentage rate of interest applicable
to
the revolving line of credit whose balance you will repay with the
proceeds of this offering.

Dilution, page 26
19. The comparative table at the bottom of page 26 should reflect
shares that officers, directors and affiliates have a right to
acquire, as well as shares currently outstanding.  Please include
any
shares subject to options that are outstanding or that are to be
granted effective upon consummation of the offering to officers,
directors and affiliates in this table.  Current disclosure
suggests
that you intend to omit all shares subject to options from the
comparison.

MD&A, page 29
Comp Stores Sales Growth, page 31
20. This section emphasizes strong historical comp stores sales
growth, but does not address the apparent downward trend in the
rate
of growth.  Please address why you believe the rate of growth has
declined from 24.4% in 2003 to 13.3% in 2004 to 7.1% in the first
six
months of 2005.  If you believe that this trend is likely to
continue
in the future, please its anticipated impact, if material, on your
financial condition, liquidity and results of operations.

Food, Beverage and Packaging Costs, page 32
21. Please refer to the first full paragraph on page 33.  Please
expand your disclosure to explain what you mean by "a mix of
forward,
fixed and formula pricing protocols."

Liquidity and Capital Expenditures, page 46
22. We note that you are currently negotiating a revolving credit
facility.  Please tell us if you expect to close on this facility
concurrent with this offering.  If so, please note that you may
need
to revise the prospectus to disclose the terms of the facility as
well
as include a discussion of any material debt covenants and
associated
material risks.
Off-Balance Sheet Arrangements, page 47
23. Please include a discussion of your potential obligation to
purchase your franchisees operations in the event that McDonald`s
ceases to own a majority of your outstanding voting stock.

What We Do, page 49
24. We note your disclosure repeats similar information within the
same section.  For instance, store opening statistics are
discussed on
page 51, again on page 52, and in more detail on page 56.  Your
food
is described beginning on page 49 and again on page 56.  We
suggest
revising this section to clearly and succinctly describe your
business
in a categorized format so that investors can better understand
your
business.
25. Furthermore, we note in this section that you describe your
future
business plans of operation.  Please revise to clearly distinguish
your current business from your future plans.

Our Industry, page 53
26. It seems that under this subheading you also discuss the
development of your business.  We could not locate disclosure
describing the year the company was organized and its form of
organization.  Please revise or advise.  Also, please describe any
material developments in your business over the past five years or
for
earlier periods if material to the understanding of your business.
For instance, please disclose when and how McDonald`s became
involved
in the development of your business.  Refer to Item 101(a)(1) of
Regulation S-K.

The Good, the Bad and the Ugly: Competition, page 60
27. If a small number of competitors is dominant in the fast-
casual
segment of your industry, please identify them here.  We also
think
that providing examples of other well-known participants in this
industry segment, if any are dominant, may help investors better
understand what a fast-casual restaurant is and how it is
distinguished from traditional fast-food restaurants.  We note as
well
that this industry segment is relatively new.

Management, page 64
Directors and Executive Officers, page 64
28. Please revise your disclosure to state the term of office of
each
director and the period served.  Please refer to Item 401(a) of
Regulation S-K.
Summary Compensation Table, page 67
29. Please revise your LTIP column to indicate that you are
presenting
a dollar amount.

SAR Grants in Last Fiscal Year, page 68
30. Please revise to disclose the per-share exercise or base price
of
the options or SARs granted.  Please refer to Item 401(c)(2)(iv)
of
Regulation S-K and Instructions to Item 402(c).

Description of Equity Compensation Plans, Page 70
Chipotle Executive Stock Option Plan, page 70
31. We note your last paragraph of this section on page 71.
Please
revise to clarify whether recipients under the Option Plan will be
eligible to receive class A or class B common stock.  Accordingly,
please clarify under "Chipotle 2006 Stock Incentive Compensation
Plan."

Principal and Selling Shareholders, page 75
32. Please revise your table to show the class A common stock
offered
as well as the number and percentage of shares of class A common
stock
beneficially owned assuming full exercise of the over-allotment
option.

Description of Capital Stock, page 81
33. Please delete the sentence qualifying your disclosure by
reference
to Delaware law.  You may qualify disclosure inside the prospectus
by
reference to information outside the prospectus only to the extent
permitted by Rule 411(a).

Underwriting, page 88
34. We note that one or more of the underwriters may distribute
prospectuses electronically.  Please supplementally confirm that
their
procedures have been cleared with us. Any electronic offer, sale
or
distribution should also be reflected in this section.  If you
become
aware of any member of the underlying syndicate that may engage in
electronic offers, sales or distributions after you respond to
this
comment, promptly supplement your response.
35.
Please tell us whether you or the underwriters have any
arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website and
describe
the material terms of the agreement.  Provide us also with copies
of
any information concerning your company or prospectus that may
have
appeared on their website.

Directed Share Program, page 90
36. We note you will have a directed share program.  Please
provide us
with all materials that you will provide to potential purchasers
of
any shares in the directed share program.  Also, please tell us
whether those shares will be subject to lock-up.

Where You Can Find More Information, page 91
37. Please note that the SEC address is now 100 F Street, NE,
Washington, DC  20549.

Consolidated Balance Sheet, page F-3
38. We note from the disclosures provided in your Prospectus
Summary
under the heading "Share Conversion" on page 5 and elsewhere in
the
registration statement that your capitalization and outstanding
common
shares will change significantly in connection with the planned
offering due to the conversion of your outstanding common stock
and
shares of your outstanding preferred stock into shares of class B
common stock, and due to a  stock split that you plan to complete
in
connection with this offering.  Given these significant changes in
capitalization and outstanding shares, please revise to include a
pro
forma balance sheet alongside your historical balance sheet giving
effect to these changes in capitalization that will occur in
connection with the offering. Also, revise to disclose pro forma
earnings per share for the latest fiscal year and any subsequent
interim period presented giving effect to these changes in
capitalization. Your Summary Consolidated Financial Data on page 7
and
your Selected Consolidated Financial Data on page 27 should also
be
revised to include disclosure of your pro forma earnings per share
for
the latest fiscal year and subsequent interim period presented.

Consolidated Statement of Cash Flows, page F-6
39. Please revise to reflect changes in cash overdrafts as a cash
flow
from financing activities. Refer to the guidance outlined in TPA
1300.15.

Note 1. Description of Business and Summary of Significant
Accounting
Policies
Equity-Based Compensation Plan, page F-10
40. Please add the disclosure required by paragraph 84(b) of SFAS
No.
123(R).

Note 4. Income Taxes, page F-12
41. We note from your balance sheet that your current and long-
term
deferred tax asset at June 30, 2005 increased significantly in
comparison to the balance at December 31, 2004.  We also note from
your statement of operation that your benefit for income taxes
increased by approximately $14.9 million.  Considering the
significance of these increases, please provide all disclosures,
required by paragraph 43-49 of SFAS No. 109, as applicable, for
the
six month ended period June 30, 2005.  Additionally, please
include
the disclosures related to all significant components which make
up
your aggregate income tax expense / benefit for the fiscal year
ended
December 31, 2002, 2003 and 2004 as required by paragraph 45 of
SFAS
No. 109.

Note 5. Shareholders` Equity, page F-14
42. We note from your disclosure that your Series B convertible
preferred stock is convertible into common stock based on the
original
purchase price of such series divided by the conversion price at
the
option of the holder or upon an initial public offering of the
Company
meeting certain conditions.  We also note that your Series C and D
junior convertible preferred stock have similar terms to those
described above for the Series B convertible preferred stock,
except
for the liquidation preferences which are subordinate to the
Series B
convertible preferred stock.  In this regard, please expand your
disclosure to include for each series of preferred stock the
issuance
date, original purchase price and the associated conversion price.
Additionally, tell us and disclose whether your Series B, C and D
convertible preferred shares provided for a beneficial conversion
feature at the time they were issued under EITF 98-5, and explain
to
us and disclose in your financial statements your accounting
treatment
with respect to any beneficial conversion feature.

Note 6. Stock Based Compensation, page F-15
43. For each type of fully vested share options (or share units)
and
share options expected to vest at the date of the latest statement
of
financial position, please provide in your financial statements
the
disclosures required by paragraph A240 (d) of SFAS 123(R).
Additionally, disclose for each type of share options (or share
units)
the compensation cost recognized for the period ended June 30,
2005
and the requisite service period used in determining your
compensation
cost from share-based payment arrangements.  Also, tell us and
disclose the facts and circumstances used in estimating the
requisite
service period for each award.  Furthermore, reconcile the above
associated compensation cost for each type of share options (of
share
units) to the amount disclosed in your statement of cash flow for
the
six months ended June 30, 2005 under the heading "stock based
compensation."  Finally, please provide the disclosures required
by
paragraph A240 (e) of SFAS 123(R).
44. We note from your disclosure that on February 2, 2001, stock
option grants from McDonald`s Plan were issued to certain
employees of
the Company.  You state that the company has agreed to pay
McDonald`s
$2.4 million for its cost of participating in McDonald`s Plan
which
was expensed equally over the four-year vesting period.  In this
regard, if the intrinsic value or the fair market value of the
stock
options granted from McDonald`s Plan was greater than the amount
to be
paid to McDonalds, tell us your accounting treatment associated
with
the excess amount not recognized as an expense.  See SAB Topic 1:B
Question 2 for additional guidance.
45. Please tell us and clarify in the notes to your financial
statements how you calculate or measure compensation expense
associated with the stock appreciation rights on 501,300 common
shares
granted during 2004. Also, please explain how these awards are
classified in the Company`s financial statements and explain why
you
believe the treatment used is appropriate. In addition, we note
from
the disclosure in footnote 2 to the table on page 68 that the
stock
appreciation rights will convert into options to purchase Class A
shares of common stock in connection with your public offering.
Please
tell us whether you will recognize compensation expense in
connection
with this conversion and explain how any expense to be recognized
will
be determined. We may have further comment upon review of your
response.

Note 8. Related-Party Transactions, page F-16
46. Reference is made to your first and third paragraph in note 8,
where you disclose information associated with your line of credit
with McDonald`s and the charges related to McDonald`s  reflected
in
your statement of operations.  Considering that McDonald`s is your
majority stockholder and that the line of credit and the charges
reflected in your statement of operations are material to your
financial statements, (along with the disclosures presented for
the
year ended December 31, 2002, 2003 and 2004) please also provide
similar disclosures for the six month period ended June 30, 2005
for
these related party transactions.  See paragraph 2 of SFAS No. 57
for
guidance.

Note 12. Quarterly Financial Data, page F-19
47. Revise to disclose quarterly financial data for the quarters
ended
March 31, 2005 and June 30, 2005. Also, please disclose the nature
and
amount of any unusual or infrequently occurring items that
materially
impacted your results of operations for the quarterly periods
presented. Refer to the requirements of Item 302(a) of Regulation
S-K.

Note 13. Subsequent Events, page F-19
48. Please disclose in the notes to the financial statements and
MD&A
the nature and significant terms of the services agreement and any
other agreements to be entered into with McDonald`s in connection
with
your planned public offering. Your MD&A should also include a
discussion of how these agreements are expected to impact your
future
results of operations.

Part II
Item 15
49. Please confirm that you have disclosed the information
required by
Item 701 of Regulation S-K for the past three years.  We note from
your financial statements that sometime between 2001 and 2002 you
issued 11,022,044 shares of common stock.
50. We note that your May 2005 transaction did not involve cash as
consideration.  Please revise your disclosure to state the value
of
the shares issued.  Please refer to Item 701(c) of Regulation S-K.

Exhibit 23.1
51. Please provide a currently dated consent of the independent
registered public accounting firm in any future amendments to the
registration statement.

Other
52. Please update your financial statements and related
disclosures in
accordance with Rule 3-12 of Regulation S-X.
53. We remind you that as stated in Securities Act Release No.
5180, a
registrant is "in registration" at least from the time an issuer
reaches an understanding with a broker-dealer to the period of 25-
40
days during which dealers must deliver a prospectus.  Interviews
conducted by the registrant`s principals during this period may
raise
Section 5 concerns since they may be selling material.  Any
selling
material outside the statutory prospectus violates the Securities
Act
unless a final prospectus is delivered prior to or simultaneously
with
that additional selling material.  Please acknowledge the staff`s
position in your response.

* * * * *

      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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      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
Chipotle Mexican Grill, Inc.
November 22, 2005
Page 1