FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   Wilner Robert D 2. Date of Event Requiring Statement (Month/Day/Year) 01/25/2006 3. Issuer Name and Ticker or Trading Symbol CHIPOTLE MEXICAN GRILL INC [CMG] (Last) (First) (Middle) 1543 WAZEE STREET, SUITE 200 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Administrative Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) DENVER, CO 80202 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2002 Options	05/09/2005	11/09/2007	Common Stock (1) (2) (3) (4)	40,000	$ 4.99	D	Â
2003 Options	05/01/2006	11/01/2008	Common Stock (1) (2) (3) (4)	41,500	$ 5.83	D	Â
Stock Appreciation Rights (5)	07/14/2007	07/14/2010	Common Stock (1) (2) (3) (4)	40,000	$ 7.45	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wilner Robert D 1543 WAZEE STREET SUITE 200 DENVER, CO 80202	Â	Â	  Chief Administrative Officer	Â

Signatures

/s/ Thomas Barnes		01/25/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As of the date of this report, the Issuer has one class of common stock (the "Common Stock") and three classes of preferred stock outstanding.
(2)	Effective January 31, 2006, immediately prior to the anticipated closing date of the Issuer's initial public offering ("IPO") of its class A common stock, par value $.01 per share (the "Class A Common Stock"), the Issuer will amend its certificate of incorporation. That amendment and restatement will, among other things, (i) create two new classes of stock, the Class A Common Stock and the class B common stock, par value $.01 per share (the "Class B Common Stock"), which will be convertible into Class A Common Stock on a one-for-one basis and (ii) reclassify each of the Issuer's then-outstanding shares of Common Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock into one-third of one share of Class B Common Stock (the "Reclassification").
(3)	In addition, each outstanding option or Stock Appreciation Right that pertains to a share of Common Stock will be adjusted to pertain to one-third of one share of Class A Common Stock in the Reclassification and the Exercise Price will be adjusted appropriately to reflect the Reclassification.
(4)	Shares of Class B Common Stock will be automatically converted into Class A Common Stock immediately prior to any sale of such shares, including any sales made in the IPO. Holders of the Class A Common Stock and the Class B Common Stock will generally have identical rights, except that the holders of Class A Common Stock are entitled to one vote per share while holders of class B Common Stock are entitled to ten votes per share on matters to be voted on by shareholders with certain exceptions. After the Reclassification, the Issuer will have no outstanding preferred stock and two classes of outstanding common stock.
(5)	Each Stock Appreciation Right (SAR) represents the right to receive a cash award equal to the appreciation in value of a share of common stock over the base "exercise" price disclosed in the table on exercise. Upon the occurrence of the IPO, all of the outstanding cash settled SARs including those held by the reporting person will convert into stock options to purchase Class A Common Stock. The number of shares subject to each substituted stock option and the exercise price will be adjusted to take into account the Reclassification as described in note (1) above.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.