SecProbe.io

November 30, 2010

  Ms. Debby R. Zurzolo Executive Vice President, Secr etary and General Counsel
The Cheesecake Factory Incorporated 26901 Malibu Hills Road Calabasas Hills, CA 91301
Re: The Cheesecake Factory Incorporated  Form 10-K for the Year Ended December 29, 2009
Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed April 23, 2010 File No. 000-20574
 Dear Ms. Zurzolo:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K

Item 1A.  Risk Factors, page 14

1. We note your disclosure in the first two paragraphs of this section in which you state that
“[i]n addition to the risk factors presente d below … other factors that may affect
consumer behavior and spending for restaurant  dining occasions in general, may have a
material impact” on you.  We also note your disc losure that “[o]ther sections of this
report may identify additional factors that coul d materially and adve rsely impact [your]
business, operating results, financial positi on and/or cash flows.”  All material risks

Debby R. Zurzolo The Cheesecake Factory Incorporated
November 30, 2010 Page 2

should be discussed in this section.  Please c onfirm that in future filings you will revise
this section to clarify that all known material risks are discussed.

Definitive Proxy Statement on Schedule 14A

General

2. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.

Executive Compensation, page 39
 Market Positioning and Pa y Benchmarking, page 44

3. We note that your Compensation Committee reviewed a competitive executive compensation summary in January 2009 to identify a competitive market range for named executive officer compensation.  In futu re filings please list the companies to
which you benchmark and disclose the degree to which the Compensation Committee considered such companies comparable to you or advise.  Refer to Item 402(b)(2)(xiv) of
Regulation S-K.

Fiscal 2009 Award Program under the 2005 Incentive Plan, page 48

4. Your disclosure of strategic objectives on page 50 appears to describe performance
targets you use to evaluate performance but does not quantify these targets.  Please
confirm that in future filings you will quan tify all company-wide performance targets or
provide us with your analysis for concluding that the disclosu re of such targets is not
required because it would result in competitive harm and such disclosure may be omitted pursuant to Instruction 4 to It em 402(b) of Regulation S-K.  Please refer to Item 402 of
Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

Debby R. Zurzolo The Cheesecake Factory Incorporated November 30, 2010 Page 3

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Tonya Bryan at 202-551-3601 or me at 202-551-3574 with any questions.

Sincerely,

Julie F. Rizzo Attorney-Advisor