SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        Nove mber 18, 2013

Via E-mail
W. Douglas Benn
Chief Financial Officer
The Cheesecake Factory Incorporated
26901 Malibu Hills Road
Calabasas Hills, California 91301

Re: The Cheesecake Factory Incorporated
 Form 10-K for the fiscal year ended January  1, 2013
Filed  February 28, 2013
Form 10 -Q for the fiscal quarter ended July 2, 2013
Filed August 9, 2013
 File No.  000-20574

Dear Mr. Benn :

We have reviewed your filings and have the following comment .  In of our comment, 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 confirming that you will revise
your document in future f ilings and by prov iding any requested information .  If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to th is comment , we may have
additional comments.

Form 10 -K

Quarterly Report on Form 10 -Q for the fiscal quarter ended Ju ly 2, 2013
Financial Statements, page 3
Notes to Consolidated Financial Statements, page 7
9. Subsequent Events, page 12

1. We note the disclosure indicating t hat on August 8, 2013, you executed an agreement
waiving your right to exercise lease renewal options at one of your Cheesecake Factory

W. Douglas Benn
The Cheesecake Factory Incorporated
November 18, 2013
Page 2

 locations.  We also note that in connection with this agreement, the landlord has agreed to
pay you $4,875,000.   Please tell us and explain in the notes to your financial statements
how you plan to account for the $4,875,000 to be received from your landlord under the
terms of this agreement.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  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 connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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 comme nts as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202 -551-3813
with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief