The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

OMB APPROVAL
OMB Number: 3235-0006
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hours per response: 23.8

Report for the Calendar Year or Quarter Ended: 12-31-2017
Check here if Amendment X Amendment Number: 1
This Amendment (Check only one.): X is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: CPMG Inc
Address: 2000 MCKINNEY
SUITE 2125
DALLAS, TX  75201
Form 13F File Number: 028-18547

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: John E. Bateman
Title: Chief Operating Officer
Phone: 214-871-6816
Signature, Place, and Date of Signing:
/s/ John E. Bateman DallasTX 10-02-2018
[Signature] [City, State] [Date]
This Amendment Number 1 is being filed to restate the position information in Reata Pharmaceuticals, Inc. ("Reata"). The Form 13F-HR filed on February 14, 2018 inadvertently reported the position information for Reata as the total of Class A and Class B shares over which CPMG, Inc. ("CPMG") had investment discretion as of December 31, 2017. This Amendment Number 1 includes only the reportable 2,912,523 Class A shares over which CPMG had investment discretion as of December 31, 2017. This Amendment Number 1 does not include the 1,692,857 Class B shares of Reata over which CPMG had investment discretion as of December 31, 2017 because such Class B shares were not included in the relevant quarter's Official List of Section 13(f) Securities, and thus should be excluded.
Report Type (Check only one.):
X 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).)
   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).)
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 17
Form 13F Information Table Value Total: 989,482
(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.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
NONE