FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ells Steve 		2. Issuer Name and Ticker or Trading Symbol

CHIPOTLE MEXICAN GRILL INC [ CMG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & Co-CEO
(Last)          (First)          (Middle)

1401 WYNKOOP STREET, SUITE 500 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2015
(Street)

DENVER, CO 80202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

5/20/2015 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/18/2015     F    9807   (1) D $636.10   127326   D    
Common Stock   5/18/2015     S    590   (2) D $636.10   119633   D    
Common Stock   5/19/2015     F    8753   (1) D $636.75   128380   D    
Common Stock   5/19/2015     S    536   (2) D $636.75   119633   D    
Common Stock   5/20/2015     F    8799   (1) D $633.36   128334   D    
Common Stock   5/20/2015     S    490   (2) D $633.36   119633   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  A Form 4 filed on the reporting person's behalf on May 20, 2015 incorrectly reported the number of shares withheld in connection with exercises of stock-only stock appreciation rights by the reporting person on May 18, May 19, and May 20, 2015 pursuant to a Sales Plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. These errors, which resulted from execution errors by the administrator of the Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan, have been corrected, and the number of shares reflected in these lines reflect the total number of shares withheld in connection with exercises on each respective date.
( 2)  As a result of the errors described in footnote 1, the Form 4 filed on the reporting person's behalf on May 20, 2015 also incorrectly reported the total number of shares sold on the reporting person's behalf in connection with the exercises of stock-only stock appreciation rights on May 18, May 19, and May 20, 2015 under the Sales Plan. These lines reflect the total number of additional shares sold in connection with such exercises.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ells Steve
1401 WYNKOOP STREET, SUITE 500
DENVER, CO 80202 		X
Chairman & Co-CEO

Signatures
/s/ Michael McGawn, as attorney-in-fact 6/9/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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