SecProbe.io

<DOCUMENT>
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 September 25, 2025

Matthew Clark
Chief Financial Officer
The Cheesecake Factory Incorporated
26901 Malibu Hills Road
Calabasas Hills, CA 91301

 Re: The Cheesecake Factory Incorporated
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 000-20574
Dear Matthew Clark:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 VIA EDGAR

 September 23, 2025

 Mr. Robert Shapiro

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 The Cheesecake Factory Incorporated

 10-K for Fiscal Year Ended December 31, 2024

 Form 8-K Furnished July 29, 2025

 File No. 000-20574

 Dear Mr. Shapiro:

 Set forth below are the responses of The Cheesecake
Factory Incorporated (the "Company") to the comment received from the staff of the U.S. Securities and Exchange Commission
(the "Staff") in the Staff's comment letter, dated September 16, 2025. For your convenience, we have repeated the
Staff's comments in italics followed by the Company's response.

 Form 8-K filed July 29, 2025

 Exhibit 99.2

 Investor Presentation July 29, 2025

 Q2 2025 Highlights, page 28

 1. We note you present in your investor presentation Adjusted EBITDA and Adjusted EPS here and on page 33, and Free Cash Flow
on page 33. When presenting non- GAAP measures in your investor presentations, please present the most directly comparable GAAP measures.
Refer to Rule 100(a)(1) of Regulation G.

 The Company respectfully acknowledges the Staff's
comment. The Company confirms that it will include a presentation of Net Income/Loss, the most directly comparable GAAP measure to Adjusted
EBITDA, a presentation of Net Income/Loss per share, the most directly comparable GAAP measure to Adjusted EPS, and a presentation of Cash
provided by/used in operating activities, the most directly comparable GAAP measure to Free Cash Flow, alongside any presentation of Adjusted
EBITDA, Adjusted EPS and Free Cash Flow, respectively, and any other most directly comparable GAAP measures when presenting non-GAAP measures
in its future investor presentations.

 Please contact me at (818) 871-3000 with any additional
questions.

 Sincerely,

 /s/ Matthew E. Clark

 Matthew E. Clark

 Executive Vice President and Chief Financial Officer

<DOCUMENT>
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<TEXT>
 September 16, 2025

Matthew Clark
Chief Financial Officer
The Cheesecake Factory Incorporated
26901 Malibu Hills Road
Calabasas Hills, CA 91301

 Re: The Cheesecake Factory Incorporated
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 8-K Furnished July 29, 2025
 File No. 000-20574
Dear Matthew Clark:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K filed July 29, 2025
Exhibit 99.2
Investor Presentation July 29, 2025
Q2 2025 Highlights, page 28

1. We note you present in your investor presentation Adjusted EBITDA and
Adjusted
 EPS here and on page 33, and Free Cash Flow on page 33. When presenting
non-
 GAAP measures in your investor presentations, please present the most
directly
 comparable GAAP measures. Refer to Rule 100(a)(1) of Regulation G.
 September 16, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Robert Shapiro at 202-551-3273 or Patrick Kuhn at
202-551-3308 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

Mailstop 3561
December 20 , 2017

Matthew E. Clark
Executive Vice President and Chief Financial Officer
Cheesecake Factory Incorporated
26901 Malibu Hills Road
Calabasas Hills, California 91301

Re: Cheesecake Factory Incorporated
 Form 10-K for Fiscal Year Ended January 3, 2017
Filed March 2, 2017
File No. 000 -20574

Dear Mr. Clark :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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VIA EDGAR

December 15, 2017

Ms. Melissa Raminpour

Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

The   Cheesecake Factory Incorporated

Form 10-K   for Fiscal Year Ended January 3, 2017

Filed   March 2, 2017

File   No. 000-20574

Dear Ms. Raminpour:

Set forth below are the responses of The Cheesecake Factory Incorporated (the “Company”) to the comments received from the staff of the U.S. Securities and Exchange Commission (the “Staff”) in the Staff’s comment letter, dated December 12, 2017, addressed to Matthew E. Clark, Executive Vice President and Chief Financial Officer of the Company. For your convenience, we have repeated the Staff’s comments in italics followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2016

Notes to Consolidated Financial Statements, page 50

Note 10. Commitments and Contingencies, page 57

1.              We note that you disclose several legal matters beginning on page 58 and, in some instances, you indicate that you intend to vigorously defend the action and you have not reserved for any potential future payments in addition to the amounts accrued. In accordance with ASC 450-20-50, please revise future filings to clearly disclose the following information for your loss contingencies in aggregate or individually: (1) the amount or range of reasonably possible losses in addition to the amounts accrued or (2) a statement that the reasonably possible losses cannot be estimated or are not material to your financial statements.

In accordance with ASC 450-20-50, as of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2017, we expanded our disclosure to include a statement for each of our individual legal matters that either the reasonably possible losses cannot be estimated or are not material to our financial statements. In the future, should reasonably possible losses be estimatable, we will disclose the amount or range.

Please contact me at (818) 871-8327 with any additional questions.

Sincerely,

/s/ Matthew E. Clark

Matthew E. Clark

Executive Vice   President and Chief Financial Officer

Mailstop 3561
December 12, 2017

Matthew E. Clark
Executive Vice President and Chief Financial Officer
Cheesecake Factory Incorporated
26901 Malibu Hills Road
Calabasas Hills, California 91301

Re: Cheesecake Factory  Incorporated
 Form 10-K for Fiscal Year Ended January 3, 2017
Filed March 2, 2017
File No. 000-20574

Dear Mr. Clark :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advi se us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2016

Notes to Consolidated Financial Statements, page 50

Note 10 . Commitments and Contingencies, page 57

1. We note that you disclose several legal matters beginning on page 58 and, in some
instances, you indicate that you intend to vigorously defend the action and you have not
reserved for any potential future payments in addition to the amounts accrued.  In
accordance with ASC 450 -20-50, please revise future filings to clearly disclose the
following infor mation for your loss contingencies in aggregate or individually: (1) the
amount or range of reasonably possible losses in addition to the amounts accrued or (2) a
statement that the reasonably possible losses cannot be estimated or are not material to
your financial statements.

Matthew E. Clark
The Cheesecake Factory Incorporated
December 12 , 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jim Dunn  at (202) 551 -3724 or me at (202) 551 -3379  with any
questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

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

       DIVISION OF
CORPORATION FINANCE

        Dece mber 5, 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 completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
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VIA EDGAR

November 25, 2013

Ms. Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

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 Ms. Cvrkel:

On behalf of The Cheesecake Factory Incorporated (the “Company”), this letter is being transmitted in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (“Commission”) by letter dated November 18, 2013 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2013, filed on February 28, 2013, and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2013, filed August 9, 2013.  For the Staff’s convenience, we have incorporated the Staff’s comment into this response letter.

Form 10-K

Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2013

Financial Statements, page 3

Notes to Consolidated Financial Statements, page 7

9. Subsequent Events, page 12

1.              We note the disclosure indicating that on August 8, 2013, you executed an agreement waiving your right to exercise lease renewal options at one of your Cheesecake Factory 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 plan to record the amount to be received from our landlord as income upon closure of the restaurant (i.e. termination date), which is currently anticipated to occur in December 2013.  This amount will be recorded as a reduction of impairment of assets and lease terminations within income from operations on our consolidated statement of comprehensive income.  This accounting treatment follows the guidance in ASC 840-20-55-5 under which a lease termination penalty should be charged by the lessee to income once the termination date of the lease occurs.  This accounting treatment also follows revenue recognition guidance in ASC 605-10-25-1.  As recognition is contingent upon us terminating the lease, the termination date would be the date that revenue is considered earned, and recorded in income.

We respectfully advise the Staff that in our Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2013 in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section under the caption Impairment of Assets and Lease Terminations, we disclosed that during the fourth quarter of fiscal 2013 we expect to record $4.9 million in income from a landlord in connection with the early termination of one of our leases and for waiving our right to exercise renewal options.  We will include similar language in the notes to our financial statements and in MD&A in our Form 10-K for the fiscal year ended December 31, 2013.

The Company further acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in this filing;

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

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned at (818) 871-3220 with any questions regarding the above.

Sincerely,

/s/   W. Douglas Benn

W.   Douglas Benn

Executive   Vice President and Chief Financial Officer

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

April 8, 2011
      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 completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Julie F. Rizzo Attorney-Advisor
cc (via fax):   Ms. Debby R. Zurzolo  (818) 871-8325

CORRESP
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VIA EDGAR

March 25, 2011

Ms. Julie F. Rizzo

Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

The Cheesecake Factory Incorporated

Form 10-K for the Fiscal 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. Rizzo:

On behalf of The Cheesecake Factory Incorporated (the “Company”), this letter responds to the additional comments received from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) by letter dated March 4, 2011 related to the Company’s definitive Proxy Statement on Schedule 14A, filed on April 23, 2010.  The numbering of the paragraphs below corresponds to the numbering of the comments contained in the March 4, 2011 letter which, for the Staff’s convenience, we incorporated into this response letter.

Definitive Proxy Statement on Schedule 14A

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

1.              While we note your response to our prior comment two, we did not see an expanded justification for your belief that disclosure of Guest Satisfaction Scores may be omitted due to the risk of competitive harm.  In providing us your analysis, please discuss your concern that customers may choose not to dine in your restaurants if they do not perceive the Guest Satisfaction Score as being at an acceptable level when it appears from your January 10, 2011 response letter that the company achieved its Guest Satisfaction Score performance target for fiscal year 2009.  Additionally, please provide us with your analysis of the competitive disadvantage to you if you disclose your scores and your competitors choose not to do so as it appears that other competitors disclose what appears to be a similar score.  For guidelines, please refer to Compliance and Disclosure Interpretation 118.04 of Regulation S-K.  Finally, to the extent that it is appropriate to omit certain targets, please advise us of the disclosure that the company will provide pursuant to Instruction 4 to Item 402(b) of Regulation S-K.

We carefully considered the Staff’s prior comments concerning disclosure of our guest satisfaction scores, as well as the Staff’s comments regarding the disclosure of apparently similar scores by other restaurant companies. We also reviewed the most recent annual reports and proxy statements of the companies we consider our competitors for purposes of evaluating disclosures made by them related to Guest Satisfaction Scores.

Disclosure of Percentage by which Guest Satisfaction Score Target is Achieved.

Based on this review, we propose disclosing the percentage by which the Company has met or exceeded our Guest Satisfaction Score target, as follows, using our fiscal year 2009 achievement as an example:

Target

Actual

Performance v.
   Target

Guest satisfaction full year score of specific   percentage or better

See below

(1)

See below

(1)

104

%(2)

(1)   While we have disclosed in the past whether our guest satisfaction scores improved, we have never disclosed our target or actual scores, and have no plans to do so, because we believe that doing so would cause us serious competitive harm.

(2)   Maximum payout at 100% of achievement.

We believe that the above additional disclosure will provide a meaningful indication of the difficulty in achieving the performance target, and thus, the value of the target as an incentive.  However, we continue to believe that disclosure of the actual target or achieved scores would result in competitive harm, be misleading to consumers and our shareholders, and result in a breach of our contractual obligations while not providing material information concerning our bonus program. In addition, we do not believe our competitors disclose scores comparable to our Guest Satisfaction Scores. Specifically, we believe that:

·                  Guests may choose not to dine in our restaurants if they do not perceive the Company’s Guest Satisfaction Scores to be at the highest level, even if we achieved our internal performance target, which would cause us serious competitive harm.

·                  Disclosure of our Guest Satisfaction Scores misleads consumers and shareholders concerning the quality of the dining experience provided by our restaurants as compared to that of other restaurant companies due to the lack of a uniform, industry-wide methodology to determine such scores.

·                  Disclosure of the specific methodology we use to calculate our Guest Satisfaction Scores would result in a breach of contractual obligations to the provider of our guest satisfaction survey.

·                  Only four of the eighteen restaurant companies we identified as our competitors for purposes of evaluating our compensation programs disclose any guest satisfaction metrics as a performance measure, and the content of their respective disclosures is inconsistent from company to company and may differ from our methodology, which adds to the concern that our disclosure of Guest Satisfaction Scores only would mislead consumers and shareholders.

Customers may choose not to dine in our restaurants if they do not perceive our Guest Satisfaction Score as being at an acceptable level even though we achieved our Guest Satisfaction Score performance target for fiscal year 2009.

As we stated in our letter to Staff dated January 10, 2011, we believe that customers may choose not to dine in our restaurants if they perceive a disclosed Guest Satisfaction Score to be at an unacceptable level even if we achieved our internal performance target.  While we do not consider Guest Satisfaction Scores a “grading system”, we believe consumers are likely to perceive such scores as “grades.”  Consumers are accustomed to reviewing scores as part of a grade (such as “A” or 90%-100% equaling “excellent;” “B” or 80%-90% equaling “above average,” “C” or 70%-80% equaling “average,” etc.). If we were to disclose a specific score that was not the customary equivalent of an “A” or 90%-100%, we believe customers are likely to perceive us as delivering an inferior dining experience. Because the methodology behind our Guest Satisfaction Scores bears no relationship to a typical grading scheme, consumers’ confidence in our brand could be seriously harmed by their inappropriate assumption that a score other than an “A” (i.e., in the highest percentage rankings) meant

2

that we performed poorly, when, in fact, the scores we received were excellent within our scoring scheme.

Lack of a uniform, industry-wide methodology to determine Guest Satisfaction Scores.

There is no uniform, industry-wide methodology for determining Guest Satisfaction Scores; nor is there any single agency responsible for grading guest satisfaction. The methodology behind calculating Guest Satisfaction Scores differs widely from one restaurant chain to another and among companies providing and interpreting guest satisfaction surveys including, but not limited to, variations in:

·                  selecting survey participants,

·                  determining categories to be measured such as service, food quality, appearance, timeliness, cleanliness, and/or ambience,

·                  establishing the range and meaning of scores,

·                  weighting among categories measured,

·                  selecting threshold levels for measurement of increases in guest satisfaction, and

·                  including other elements of the dining experience, such as response to problematic situations.

Without a standard methodology to support a comparison of scores, we believe that disclosure of the actual Guest Satisfaction Scores achieved would lead to a comparison of “apples to oranges.”  For instance, disclosure of a higher number or percentage score by one company may lead a consumer or investor to believe that particular company is better than another company that discloses a lesser number or percentage score but uses a different methodology which is more stringent or harder to achieve.  Accordingly, if we were to provide disclosure of our specific Guest Satisfaction Score, and it were to be compared to the scores disclosed by other companies that used a less stringent methodology, our consumers and shareholders may be misled into thinking we offered an inferior guest dining experience.

By way of hypothetical example, assume our methodology were to consider a customer’s experience to be counted as “satisfactory” only if the customer’s responses averaged a “5” on a scale of 1 to 5 (with 1=extremely dissatisfied; 2=dissatisfied; 3=neutral; 4=satisfied; and 5=extremely satisfied) while a competitor’s methodology were to consider a customer’s experience as “satisfactory” if the same customer’s responses averaged only a “4”.  If we were forced to disclose our scores, we may disclose that our overall Guest Satisfaction Score equaled 70% (i.e., the percentage of customers who rated their experience a “5”), while our competitor may disclose an overall score of 80% (i.e., the percentage of customers who rated their experience greater than a “3”).  However, our 70% score (based only upon achievement of customer responses averaging “5”) might indicate substantially higher customer satisfaction than our competitor’s score of 80% (which included customer ratings of “4” as well as “5”).  A comparison of our 70% score to our competitor’s 80% score would be misleading, as consumers and shareholders might conclude we scored lower in guest satisfaction when, in fact, our score of 70% indicates a higher level of satisfaction than our competitor’s score of 80%.  Accordingly, such disclosure would put us at a competitive disadvantage if consumers were to select the competitor’s restaurant over ours after having compared scores.

Breach of contractual obligations to our guest satisfaction survey provider.

As we stated in our letter to Staff dated January 10, 2011, our Guest Satisfaction Score and scoring methodology are highly proprietary, and we and our guest survey vendor are contractually bound not to disclose the methodology used to determine Guest Satisfaction Scores.  Accordingly, we are simply unable, without being in breach of our agreements, to provide a context for the scores we achieve. Accordingly, if we were required to disclose raw scores but could not describe our methodology, we would have no choice but to eliminate the Guest Satisfaction Scores as a performance target for purposes of bonus compensation. Disclosure of the scores without the context explaining the

3

methodology is subject to the concerns raised above regarding lack of comparability between companies, as well as being misleading to consumers and shareholders.

Disclosure by Competitor Companies.

In the March 4, 2011 letter, you asked us to provide an analysis of the competitive disadvantage to us if we were to disclose our scores and our competitors did not as “it appears that other competitors disclose what appears to be a similar [guest satisfaction] score.”  We respectfully disagree that our competitors disclose a “similar score.”  In our review of the most recent annual report and proxy statements of each of the eighteen companies we consider comparable to us for purposes of evaluating our compensation programs(1), we found that only four(2) companies provided a specific score related to guest satisfaction.  One other company noted ratings and awards it received without noting any Guest Satisfaction Score, and another mentioned its scores but did not specifically disclose them.  Specifically:

·                  None of the four companies that disclosed a specific score also disclosed the methodology used to determine such score. In fact, each of those companies seemed to be referring to different methodologies and measurement criteria based upon their respective descriptions of such scores as a “guest satisfaction measurement target” (Brinker International), a “Guest Loyalty Index” and “Blended Guest Loyalty Index” (Bob Evans Farms), a “Guest Satisfaction Index” (Ruby Tuesday), and “guest overall satisfaction ratings” (Red Robin Gourmet Burgers).

·                  One of the other eighteen companies, CBRL Group, disclosed ratings and awards it had received from various consumer groups and studies, but noted that those ratings and awards were “not performance metrics”.  Those ratings and awards did not appear to be similar to our Guest Satisfaction Scores.

·                  One additional company (McCormick & Schmick’s) disclosed that maintaining or improving its guest satisfaction scores was one of its non-financial performance goals, but it did not disclose its scores.

The lack of disclosure regarding the methodologies used to compute the scores of the four companies that provided a specific score, and the differences in nomenclature used by such companies, makes it difficult to analyze whether their respective scores are similar to our scoring in any manner.  We believe that neither consumers nor shareholders may make reasonable comparisons among such companies without a full understanding of such methodologies, which were not disclosed by any of them.

Immateriality of Guest Satisfaction Score.

We also note that the Guest Satisfaction Score performance target accounted for only approximately four percent (4%) of the total bonus and award in 2009. In light of the risk of competitive harm and confusion to consumers and shareholders as outlined above, we believe that disclosing our specific

(1)

·      Darden   Restaurants

·      Texas   Roadhouse

·      Brinker   International

·      California   Pizza Kitchen

·      CBRL (Cracker   Barrel) Group

·      DineEquity

·      Bob Evans   Farms

·      McCormick &   Schmick’s Seafood Restaurants

·      Ruby Tuesday

·      Morton’s   Restaurant Group

·      Landry’s Restaurants

·      Ruth’s   Hospitality Group

·      P.F. Chang’s   China Bistro

·      BJ’s   Restaurants

·      O’Charley’s

·      Frisch’s   Restaurants

·      Denny’s

·      Red Robin   Gourmet Burgers

(2)  Brinker International, Bob Evans Farms, Red Robin Gourmet Burgers and Ruby Tuesday

4

targets and level of achievements of our Guest Satisfaction Scores does not provide additional material information to our shareholders regarding our bonus compensation program.

However, we believe that the extent to which the Guest Satisfaction Score performance target has been met or exceeded may provide our shareholders with an indication of the difficulty in achieving such performance targets and, thus, the value of the target as an incentive. Therefore, as noted above, we intend to disclose the percentage by which the Company has met or exceeded this performance target in our future filings in the manner described above in the paragraph entitled Disclosure of Percentage by which Guest Satisfaction Score Target is Achieved.

* * *

The Company further acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in these filings;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to these filings; and

·                  the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Please contact the undersigned at (818) 871-3080 with any questions regarding the above.

Sincerely,

/s/   Debby R. Zurzolo

Debby   R. Zurzolo

Executive   Vice President, General Counsel and Secretary

5

CORRESP
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VIA EDGAR

March 16, 2011

Ms. Julie F. Rizzo

Ms. Tonya Bryan

Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

The Cheesecake Factory Incorporated

Form 10-K for the Fiscal 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. Rizzo and Ms. Bryan:

Thank you for your time on the phone today to discuss the date on which we plan to respond to your letter dated March 4, 2011.   Per my discussion with Ms. Bryan, we plan to file our response no later than March 25, 2011.  Please contact me at (818) 871-3068 with any questions regarding the above.

Sincerely,

/s/   Mary E. Ahern

Mary   E. Ahern

Director,   Corporate Affairs and Compliance

March 4, 2011

  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 responses to the comments in our letter dated January 24, 2011
and have the following additional comments.
 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.
 Definitive Proxy Statement on Schedule 14A

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

1. While we note your response to our prior comment two, we did not see an expanded
justification for your be lief that disclosure of Guest Satisfaction Scores may be omitted
due to the risk of competitiv e harm.  In providing us your analysis, please discuss your
concern that customers may choose not to dine in your restaurants if they do not perceive
the Guest Satisfaction Score as  being at an acceptable level when it appears from your
January 10, 2011 response letter that the company achieved its Guest Satisfaction Score
performance target for fiscal year 2009.  Additionally, please provide us with your analysis of the competitive disadvantage to you if you disclose your scores and your

Debby R. Zurzolo The Cheesecake Factory Incorporated March 4, 2011 Page 2

competitors choose not to do so as it appears th at other competitors disclose what appears
to be a similar score.  For guidance pl ease refer to Compliance and Disclosure
Interpretation 118.04 of Regulation S-K.  Finally, to the extent that it is appropriate to
omit specific targets, please advise us of the disclosure that the company will provide pursuant to Instruction 4 to It em 402(b) of Regulation S-K.

 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;

• 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
cc (via fax):   Ms. Debby R. Zurzolo  (818) 871-8325

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VIA EDGAR

February 18, 2011

Ms. Julie F. Rizzo

Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

The Cheesecake Factory Incorporated

Form 10-K for the Fiscal 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. Rizzo:

On behalf of The Cheesecake Factory Incorporated (the “Company”), this letter responds to the additional comments received from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) by letter dated January 24, 2011 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2009, filed on February 26, 2010, and the Company’s definitive Proxy Statement on Schedule 14A, filed on April 23, 2010.  The numbering of the paragraphs below corresponds to the numbering of the comments contained in the January 24, 2011 letter which, for the Staff’s convenience, we  incorporate into this response letter.

Definitive Proxy Statement on Schedule 14A

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

1.              We note your response to our prior comment one and we also note that you have provided the targets in your response to our comment letter.  Please confirm that you will disclose these targets in your future filings.

We hereby confirm that we will disclose these targets in our future filings.

2.              Additionally, please expand your justification for your belief that disclosure of company-wide targets may be omitted due to the risk of competitive harm.  For example, in your revised analysis, please tell us how disclosing the components of your Core G&A plus Indirect Pre-Opening Costs as a Percentage of Sales would provide information to your competitors regarding “specific infrastructure strategies” and “margin leverage opportunities, and whether those strategies remain in place and/or continue to be effective” and how your competitors could use this information “to hire away key personnel and to identify business development opportunities with respect to which [you] may currently have a competitive advantage.”  Additionally, please tell us how disclosing the list of publicly-held, casual dining restaurants used to compare the mean of your operating margin would cause you serious competitive harm by disclosing the companies you consider to be your direct competitors to the restaurant industry.  For guidance please refer to Compliance and Disclosure Interpretation 118.04 of Regulation S-K.  Finally, to the extent that it is appropriate to omit specific targets, please advise us of the disclosure that the company will provide pursuant to Instruction 4 to Item 402(b) of Regulation S-K.

Following our further review of Compliance and Disclosure Interpretation 118.04 of Regulation S-K and the Department of Justice’s Guide to the Freedom of Information Act (Exemption 4), the Company provides below, and will disclose in any applicable future filings, (i) the target and actual values of the Company’s “Core G&A plus Indirect Pre-Opening Costs” and the components of that performance goal, and (ii) the names of the peer group companies the Company compares itself against for purposes of the Company’s operating margin performance goal.

Core G&A plus Indirect Pre-Opening Costs

Performance Goal

Target (2008 actual)

2009 Actual

% Achieved

2009 Core G&A plus Indirect Pre-Opening Costs   at least flat as a % of sales versus 2008

No greater than 5.0%

4.8%

100%

“Core G&A” is comprised of costs related to our manager- and kitchen-manager-in-training program; field supervision, training and development; corporate administrative functions, including administrative support for each of our restaurant concepts; and bakery administration.  Excluded from this measure are corporate bonus accruals; the cost of our gift card programs; equity compensation; and reclassification and capitalization.  “Indirect Pre-Opening Costs” is comprised of costs we incur related to planned management growth (i.e., our “bench”); the maintenance and support of our new restaurant opening team; and relocation and travel expenses for our restaurant operations personnel.

Peer Group

Performance Goal

Average for Peer Group

% for Company

% Achieved

2009 Operating Income Margin equal to or greater   than the average for a peer group selected by our Compensation Committee (see   below)

4.7%

6.4%

100%

In order to determine the members of the peer group against which we measure our operating margins, our Compensation Committee considers the list of companies to which we compare ourselves for purposes of executive compensation (see page 44 of our 2010 Proxy Statement) and eliminates those companies that (i) are more than 25% franchisee operated, and (ii) have unit economics that we do not consider comparable to us based on average guest check and/or dining segment (i.e., fast food, casual dining, fine dining). This group is reviewed by the Compensation Committee each year and may change from year to year, depending on activity in the restaurant industry, including acquisitions and additional franchise activity of our competitors.  The peer group selected by the Compensation Committee against which we compared ourselves for fiscal 2009 is comprised of the following restaurant companies:  California Pizza Kitchen; Darden Restaurants; O’Charley’s Inc.; P.F. Chang’s China Bistro; BJs Restaurants, Inc.; McCormick & Schmick’s Seafood Restaurants; and Ruby Tuesday, Inc.

We used the same methodology described above to identify the peer group against which we measure our operating income margin for purposes of determining satisfaction of one of our strategic performance targets for fiscal 2010, and we will disclose the specific peer group companies as well as our performance against those companies in the Compensation Discussion and Analysis section in our proxy statement for our 2011 annual meeting of stockholders.

* * *

The Company further acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in these filings;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to these filings; and

·                  the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Please contact the undersigned at (818) 871-3080 with any questions regarding the above.

Sincerely,

/s/   Debby R. Zurzolo

Debby   R. Zurzolo

Executive   Vice President, General Counsel and Secretary

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February 4, 2011

Ms. Julie F. Rizzo

Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

The Cheesecake Factory Incorporated

Form 10-K for the Fiscal 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. Rizzo:

Thank you for your time on the phone today to discuss the date on which we plan to respond to your letter dated January 24, 2011.   Per our discussion, we plan to file our response no later than February 18, 2011.

Please contact me at (818) 871-3068 with any questions regarding the above.

Sincerely,

/s/   Mary E. Ahern

Mary   E. Ahern

Director,   Corporate Affairs and Compliance

January 24, 2011
   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 responses to the co mments in our letter dated December 16, 2010
and have the following additional comments.
 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.

Definitive Proxy Statement on Schedule 14A

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

1. We note your response to our prior comment  one and we also note that you have
provided the targets in your response to our comment letter.  Please confirm that you will
disclose these targets in your future filings.

2. Additionally, please expand your ju stification for your belief th at disclosure of company-
wide targets may be omitted due to the risk  of competitive harm.  For example, in your
revised analysis, please tell us how disclo sing the components of your Core G&A plus
Indirect Pre-Opening Costs as a Percentage of Sales would provide information to your

Debby R. Zurzolo The Cheesecake Factory Incorporated January 24, 2011 Page 2

competitors regarding “specific infrastructure strategies” and “margin leverage
opportunities, and whether those strategies remain in plac e and/or continue to be
effective” and how your competitors could us e this information “to hire away key
personnel and to identify busin ess development opportunities w ith respect to which [you]
may currently have a competitive advantage.”  Additionally, please tell us how disclosing
the list of publicly-held, casual dining rest aurants used to compare the mean of your
operating margin would cause you serious comp etitive harm by disclosing the companies
you consider to be your direct competitors to the restaurant  industry.  For guidance refer
to Compliance and Disclosure Interpretation 118.04 of  Regulation S-K.  Finally, to the
extent that it is appropriate to omit specific ta rgets, please advise us of the disclosure that
the company will provide pursuant to Instruc tion 4 to Item 402(b) of Regulation S-K.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure 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 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
cc (via fax):   Ms. Debby R. Zurzolo  (818) 871-8325

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January 10, 2011

Ms. Julie F. Rizzo

Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

The Cheesecake Factory Incorporated

Form 10-K for the Fiscal 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. Rizzo:

On behalf of The Cheesecake Factory Incorporated (the “Company”), this letter is being transmitted in response to additional comments received from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) by letter dated December 16, 2010, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2009, filed on February 26, 2010, and the Company’s definitive Proxy Statement on Schedule 14A, filed on April 23, 2010.  The numbering of the paragraphs below corresponds to the numbering of the comments contained in the December 16, 2010 letter which, for the Staff’s convenience, we have incorporated into this response letter.

Definitive Proxy Statement on Schedule 14A

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

1.              We note your response to our prior comment four and reissue our comment.  In particular, if you wish to argue that it is appropriate to omit performance targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K, please provide your analysis at this time.  The supplemental analysis should be based on the 2009 10-K.  In addition, advise us whether the company’s targets for the fiscal year ended December 31, 2010 are expected to be materially different from those of December 31, 2009.  To the extent that it is appropriate to omit specific targets, please advise us the disclosure that the company will provide pursuant to Instruction 4 of Item 402(b) of Regulation S-K.

Performance Targets for 2009.  We reviewed our disclosure in the proxy statement, filed April 23, 2010, in light of Staff’s comment above and provide the following additional information regarding our performance targets for fiscal 2009.  As we disclosed in the proxy statement, the objectives we established at the beginning of fiscal 2009 were “focused on stabilizing sales and increasing margins while, at the same time, heightening overall guest satisfaction and incident visits [at page 50].”  Our strategic initiatives were intended to (i) address a two-year decline in our comparable sales and operating margins; (ii) focus on customer satisfaction as a key driver for market share gains and future comparable sales growth; (iii) solidify our balance sheet; and (iv) ensure more than adequate liquidity to sustain our business should the economic environment worsen.

At the time our performance goals were being considered by management and the Compensation Committee, the United States economy was in the middle of the “Great Recession”; GDP was forecast to decline 3% and unemployment was projected to reach double digits; the Dow Jones Industrial Average had dipped below 7,000; the restaurant industry was entering its second year of measurable decline for the first time in 40 years of history as tracked by the National Restaurant Association; and the outlook for the median performance within our competitive set of casual dining concepts was a 5%-10% decline in EDITDA.  By the fourth quarter of 2008, we experienced our fourth straight quarter of decelerating sales, with a 7.1% decline in comparable sales; our operating margins were at record low levels; and we experienced our first ever reduction in force.

In setting performance objectives for fiscal 2009, the Compensation Committee determined that the following operating income and strategic initiative targets were appropriate and that, in light of the projected business environment for fiscal 2009 as described above, such objectives would be reasonably difficult to achieve:

Operating Income Target:  $90 million (excluding unusual, one-time items) at least flat compared to 2008

Strategic Initiatives:

·                  Cost of sales as a percentage of sales at least flat compared to 2008

·                  Labor expense as percentage of sales at least flat compared to 2008

·                  Core general and administrative expenses plus indirect pre-opening costs as a percentage of sales at least flat compared to 2008

·                  Operating margins equal to or greater than the mean for an internally defined peer group

·                  Debt repayment of $75-$100 million while maintaining a cash balance of at least $50 million

·                  Guest satisfaction scores for the full year at a specific percentage or better

In early 2010, the Compensation Committee reviewed our performance against the targets set for 2009 and determined that we achieved both our operating income and strategic initiative targets, as set forth below:

Target

Actual

Performance
 vs. target

Operating Income Target (75% of bonus):

2009 operating income of $90 million at least equal to 2008

$90M

$102.8M

114.2%

Strategic Initiatives (25% of bonus, payable only if operating income is at least $50 million)):

2009 cost of sales as a percentage of sales flat as % of sales versus 2008

25.9%

24.6%

Achieved

2009 labor expense as % of sales flat versus 2008 labor expense as % of sales

33.2%

33.0%

Achieved

2009 core G&A plus indirect pre-opening costs as % of sales flat versus 2008 core G&A plus indirect pre-opening as % of sales(1)

5.0%

4.8%

Achieved

2009 operating margin equal to or greater than mean for our internally defined peer group(2)

4.7%

6.4%

Achieved

Debt repayment of $75-$100 million in 2009 while maintaining a cash balance of at least $50 million

$75-$100M

$175M

Achieved

Guest satisfaction full year score of specific percentage or better

See below(3)

See below(3)

Achieved

(1)         Core G&A plus Indirect Pre-Opening Costs as Percentage of Sales.  We have provided the target and actual percentage for this performance measure; however, we have not disclosed the components of this measure because doing so would cause us serious competitive harm.  We use an internal measure (designated “core G&A” which includes certain but not all expenses incurred as “general and administrative”) to track certain costs across the Company.  In addition, we identify certain costs as “indirect pre-opening costs” (which include costs we incur to maintain the resources needed to prepare to open new restaurants) and closely monitor the level of those expenditures against our overall growth expectations.  These numbers are not line items in our audited financial statements and cannot be derived from our public disclosures.  Disclosure and quantification of the components of this measure would provide information to our competitors regarding (i) specific infrastructure strategies (including certain aspects of our compensation strategies, and the relative importance of certain business development activities and relationships), and (ii) margin leverage opportunities, and whether those strategies remain in place and/or continue to be effective.  Our competitors could use this information to hire away key personnel and to identify business development opportunities with respect to which we may currently have a competitive advantage.

(2)         Operating Margin Compared to Mean for Defined Peer Group.  We have provided the target and actual percentage for this performance measure; however, we have not provided a list of the publicly-held, casual dining restaurant companies against which we compare our operating margins for purposes of this performance measure because doing so would cause us serious competitive harm by disclosing to the restaurant industry the companies we consider our direct competitors.  We have not disclosed the names of companies we consider our competitors under Item 101(c)(1)(x) of Regulation S-K and do not plan to do so in the future unless required under applicable rules.

(3)         Guest Satisfaction Scores.  While we have disclosed to our investors in the past whether our guest satisfaction scores have improved in general, we have not at any time in the past disclosed to the public our target or actual scores, and have no plans in the future to do so, because we believe that doing so would cause us serious competitive harm in a number of ways.  First, we retain the services of a third party vendor to assess our guests’ level of satisfaction.  Many of our direct competitors also retain the services of this third party vendor whose methodology is used in the same fashion to assess our competitors’ performance against the same criteria.  Our vendor provides us with our scores on a regular basis and is under a contractual obligation not to disclose our scores to anyone other than us.  As such, this information is highly proprietary.  Also, public disclosure of such scores could adversely affect consumer perception of our restaurants and harm our business.  For example, if our scores were not perceived by consumers as being at an acceptable level, they may choose not to dine in our restaurants. In addition, if we disclose our scores and our competitors choose not to do so, we would be at a competitive disadvantage since consumers would have no point of reference with which to compare our scores to those of our competitors.  Finally, disclosure of such scores could affect the validity and reliability of our vendor’s methodology in that expectations of our guests’ experiences at our restaurants could be altered and their responses to guest satisfaction surveys colored by reference to those scores.  Therefore, we have not provided the specific target or actual achievement related to this performance goal.

Performance Targets for Fiscal 2010.  Our performance targets for fiscal 2010 are similar in nature to those for fiscal 2009 in that they include an operating income target and additional strategic initiatives as qualified by a minimum operating income target.  The four strategic initiatives for fiscal 2010 are: (i) operating margin greater than the mean for an internally defined peer group; (ii) an improvement in our guest satisfaction scores; (iii) specific comparable store sales performance versus fiscal 2009; and (iv) acceptable progress related to the implementation of certain enhancements to our information technology infrastructure. We expect to disclose the target goal and actual results with respect to items (i) (operating margins) and (iii) (comparable store sales).  We expect our disclosure with respect to item (ii) (guest satisfaction scores) will be substantially similar in nature to the disclosure regarding that item for fiscal 2009 as set forth above.  With respect to item (iv) (our information technology infrastructure goal), we believe that disclosure of specific enhancements to our systems would cause us serious competitive harm in that our competitors could derive from that disclosure material cost reduction opportunities and the degree to which our infrastructure strategy provides either a competitive advantage or disadvantage. In addition, such disclosure would require a description of highly technical software and hardware upgrades, and would be lengthy and beyond the technical understanding of most readers. As a result, we plan to disclose the general nature of our infrastructure improvement efforts and whether the Compensation Committee has determined that the goal has been achieved for fiscal 2010.

* * *

The Company further acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in these filings;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to these filings; and

·                  the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Please contact the undersigned at (818) 871-3080 with any questions regarding the above.

Sincerely,

/s/ Debby R. Zurzolo

Debby R. Zurzolo

Executive Vice President, General Counsel and

Secretary

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December 21, 2010

Ms. Julie F. Rizzo

Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

The Cheesecake Factory Incorporated

Form 10-K for the Fiscal 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. Rizzo:

Thank you for your time on the phone today to discuss the date on which we plan to respond to your letter dated December 16, 2010.   Per our discussion, we plan to file our response no later than January 10, 2011.

Please contact me at (818) 871-3068 with any questions regarding the above.

Sincerely,

/s/ Mary E. Ahern

Mary E. Ahern

Director, Corporate Affairs and Compliance

December 16, 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 responses to the co mments in our letter dated November 30,
2010 and have the following additional comment.
 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.

Definitive Proxy Statement on Schedule 14A

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

1. We note your response to our prior comment  four and reissue our comment.  In
particular, if you wish to argue that it is a ppropriate to omit perfor mance targets pursuant
to Instruction 4 to Item 402( b) of Regulation S-K, please pr ovide your analysis at this
time.  The supplemental analysis should be based upon the 2009 10-K.  In addition, advise us whether the company’s targets for the fiscal year ende d December 31, 2010 are
expected to be materially different from t hose of December 31, 2009.  To the extent that
it is appropriate to omit specific targets, plea se advise us of the disclosure that the
company will provide pursuant to Instruc tion 4 to Item 402(b) of Regulation S-K.

Debby R. Zurzolo The Cheesecake Factory Incorporated December 16, 2010 Page 2

 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure 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 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
cc (via fax):   Ms. Debby R. Zurzolo
 (818) 871-8325

CORRESP
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VIA
EDGAR

December 10,
2010

Ms. Julie
F. Rizzo

Attorney-Advisor

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street NE

Washington,
D.C. 20549

  Re:

  The Cheesecake Factory Incorporated

  Form 10-K for the Fiscal 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. Rizzo:

On
behalf of The Cheesecake Factory Incorporated (the “Company”), this letter is
being transmitted in response to comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC”) by letter dated November 30,
2010 with respect to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 29, 2009, filed on February 26, 2010, and
the Company’s definitive Proxy Statement on Schedule 14A, filed on April 23,
2010.  The numbering of the paragraphs below corresponds to the numbering
of the comments which, for the Staff’s convenience, we have incorporated into
this response letter.

Form 10-K for the year ended December 29, 2009

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 presented 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 disclosure that “[o]ther sections of this report may
identify additional risk factors that could materially and adversely impact
[your] business, operating results, financial position and/or cash flows.”  All material risks should be discussed in
this section.  Please confirm that in
future filings you will revise this section to clarify that all known material
risks are discussed.

We
hereby confirm that, in future filings, we will revise this section to clarify
that all known material risks are discussed in Item 1A.

Definitive Proxy Statement on Schedule 14A

General

2.              We note
that you have not included any disclosure 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 you undertook to reach that conclusion.

The
Company has carefully considered the requirements of Item 402(s) of
Regulation S-K. In particular, we have noted that Item 402(s) provides
that “[t]o the extent that risks arising from the
registrant’s compensation policies and practices for its employees are
reasonably likely to have a material adverse effect on the registrant, discuss the registrant’s policies and practices of compensating its
employees, including non-executive officers, as they relate to risk management
practices and risk-taking incentives (emphasis added).”  In addition, we have noted that in
its adopting Release 33-9089 at page 17, the Staff concluded that “the final rule does not require a company to make an affirmative
statement that it has determined that the risks arising from its compensation
policies and practices are not reasonably likely to have a material adverse
effect on the company.”

As
part of its annual review of the Company’s employee compensation policies and
practices, including those for non-executive officers, the Compensation
Committee of the Board of Directors of the Company considered a number of
factors in addition to those specified in Item 402(s), including:

·                  The general design philosophy of our
compensation policies and practices for employees whose behavior would be most
affected by the incentives established by the policies and practices, as such
policies and practices relate to or affect risk taking by employees and the
manner of their implementation;

·                  Our risk assessment or incentive
considerations, if any, in structuring our compensation policies and practices
or in awarding and paying compensation;

·                  How our compensation policies and practices
relate to the realization of risks resulting from the actions of employees in
both the short term and the long term, such as through policies requiring claw
backs or imposing holding periods;

·                  Our policies regarding adjustments to
compensation policies and practices to address changes in our risk profile;

·                  Any material adjustments we have made to our
compensation policies and practices as a result of changes in our risk profile;
and

·                  The extent to which we monitor our
compensation policies and practices to determine whether our risk management
objectives are being met with respect to incentivizing our employees.

Following
this review, and taking into consideration the Staff’s position regarding
affirmative statements as set forth above, the Compensation Committee concluded
that the risks arising from the Company’s compensation policies and practices
were not reasonably likely to have a material adverse effect on the Company
and, accordingly, no additional disclosure concerning the Company’s policies
and practices of compensating its employees, including non-executive officers,
as they relate to risk management practices and risk-taking incentives, was
required in accordance with Item 402(s).
The risk assessment process has been incorporated into the Compensation
Committee’s annual compensation policy and practices review, and we will
provide disclosure in accordance with Item 402(s) in future filings should
such disclosure be required by the applicable rule.

Executive Compensation, page 39

Market Positioning and Pay 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
future 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.

We
acknowledge your comment and will provide in future filings a list of the
companies against which our executive compensation is benchmarked and the
Compensation Committee’s analysis of the degree to which such companies compare
to us.  As part of this expanded
disclosure, we expect to discuss (i) the specific factors to which we have
looked in determining that a company is comparable (for example, annual
revenue, market capitalization, industry segment, whether we hire from a
similar talent pool as a peer company, and other factors if and as considered),
(ii) how we use executive compensation surveys, if any, in setting
compensation, and (iii) what specific data in the survey affected our
compensation decisions (for example, the percentile of the peer companies’
compensation in which our base salaries fall).

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 quantify all company-wide performance targets or provide us
with your analysis for concluding that the disclosure of such targets is not
required because it would result in competitive harm and such disclosure may be
omitted pursuant to Instruction 4 to Item 402(b) of Regulation S-K.  Please refer to Item 402 of Regulation S-K.

We
acknowledge your comment and will identify and quantify in future filings all
company-wide performance targets that may be disclosed without resulting in
competitive harm.  While some of our
strategic objectives (such as operating margins) may be measured using metrics
that we disclose publicly, others (such as our guest satisfaction scores) are
proprietary and are not disclosed to the public.  In the past, we have stated in our public
disclosures that our guest satisfaction scores have improved, but we have not,
and currently do not intend to, disclose the scores themselves as such
disclosure would likely result in serious competitive harm to the Company.   A similar analysis will be performed with
respect to each target and, where we do not quantify those targets, we will (i) include
in our discussion of executive compensation a statement to the effect that
quantifying such targets would result in competitive harm and (ii) provide
the Staff upon request with our analysis of such harm.

* * *

The
Company further acknowledges that:

·                  the Company is
responsible for the adequacy and accuracy of the disclosure in these filings;

·                  Staff comments
or changes to disclosure in response to Staff comments do not foreclose the SEC
from taking any action with respect to these filings; and

·                  the Company may
not assert Staff comments as a defense in any proceeding initiated by the SEC
or any person under the federal securities laws of the United States.

Please
contact the undersigned at (818) 871-3080 with any questions regarding the
above.

  Sincerely,

  /s/
  Debby R. Zurzolo

  Debby
  R. Zurzolo

  Executive
  Vice President, General Counsel and Secretary

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

Mail Stop 3561
        October 6, 2009  Via Fax & U.S. Mail

 Mr. W. Douglas Benn Chief Financial Officer 26901 Malibu Hills Road Calabasas Hills, California 91301

Re: The Cheesecake Factory Incorporated
 Form 10-K for the year ended December 30, 2008
Filed February 27, 2009
 File No. 000-20574

Dear Mr. Benn:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel Branch Chief
          VIA FACSIMILE (866) 743-1789

CORRESP
1
filename1.htm

VIA
EDGAR

September 25,
2009

Ms. Linda
Cvrkel

Branch
Chief

Securities
and Exchange Commission100 F Street NE

Washington,
D.C. 20549

  Re:

  Correspondence from you dated September 15,
  2009 concerning

  The Cheesecake Factory Incorporated

  Form 10-K for the Fiscal Year Ended December 30,
  2008

  Filed February 27, 2009

  File No. 000-20574

Ladies
and Gentlemen:

On behalf of The Cheesecake Factory Incorporated (the “Company”), this
letter is being transmitted in response to comments received from the staff
(the “Staff”) of the Securities and Exchange Commission (“SEC”) by letter dated
September 15, 2009 with respect to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 30, 2008, filed on February 27,
2009.  The numbering of the paragraphs below corresponds to the numbering
of the comments which, for the Staff’s convenience, we have incorporated into
this response letter.

Form 10-K for the year ended December 30,
2008

Statement of Operations, page 55

1.              We note
from the statement of operations that you recorded a $2,952 impairment of
assets during 2008.  Please provide us
with, and disclose in future filings, a description of the impaired long-lived
asset (asset group) and the facts and circumstances leading to the impairment,
as required by paragraph 26 of SFAS No. 144.

Statement of Financial Accounting
Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets” (“FAS 144”), states that “a long-lived asset (asset group) shall be
tested for recoverability whenever events or changes in circumstances indicate
that its carrying amount may not be recoverable”.  We determined that due to the decline in
economic conditions, coupled with decreasing same store sales versus the
comparable prior year period (“comparable sales”), that a triggering event for
testing impairment of long-lived assets occurred in the fourth quarter of
fiscal 2008.  In the fourth quarter of
2008, comparable sales declined 7.1% due primarily to the macro economic downturn.

For purposes of recognition and
measurement of an impairment loss, long-lived assets shall be grouped with
other assets and liabilities at the lowest level for which identifiable cash
flows are largely independent of the cash flows of other assets and
liabilities.  Based on this criterion, we
grouped our assets for impairment testing by individual restaurant.

Estimates of future cash flows used to
test the recoverability of a long-lived asset (asset group) shall be made for
the remaining useful life of the asset (asset group).  The remaining useful life of an asset group
shall be based on the remaining useful life of the primary asset of the
group.  We identified leasehold
improvements as the primary asset as they are the most significant component of
our restaurant assets and the principal asset from which our restaurants derive
their cash flow generating capacity.
Additionally, leasehold improvements have the longest remaining useful
life and require the greatest level of investment to replace.

In performing the FAS 144 step 1
assessment, we compared the carrying value of each restaurant’s assets to
undiscounted estimated future cash flows over the remaining useful life of our
leasehold improvements (which typically matches the lease term for that
restaurant).  The cash flows exclude
future capital improvements and other expenditures that would increase the
service potential of the long-lived asset, but include future expenditures to
maintain the long-lived assets, such as normal repairs and maintenance.  Based on this analysis, three Cheesecake
Factory restaurants had estimated future cash flows that were less than the
carrying value of their assets.  Two of these
restaurants have remaining lease terms of less than four years, which is insufficient
time to recover the carrying value of the assets at these locations.

In performing step 2 of the FAS 144 assessment,
we calculated the amount of the impairment loss for each of these restaurants
by measuring the excess of the carrying amount of the long-lived asset (asset
group) over its fair value.  To estimate
fair value, we performed a discounted cash flow analysis, which according to
FAS 144, paragraph 23 is often the appropriate technique with which to estimate
fair value for long-lived assets that have uncertainties both in timing and
amount.  The excess of the carrying value
of the asset group over the estimated fair value was recorded as an impairment
charge against leasehold improvements.

In future filings, we will
expand our impairment of long-lived assets disclosure in both the Critical
Accounting Policies section of Management’s Discussion and Analysis of
Financial Condition and Results of Operations and in the Summary of Significant
Accounting Policies footnote in our Notes to Consolidated Financial Statements
to include the required disclosures outlined in paragraph 26 of FAS 144.

Notes to the Financial Statements

Note 7, Long Term Debt, page 65

2.              We note
your disclosure that you modified the revolving credit facility on March 5,
2008 and January 5, 2009.  Please tell
us how you accounted for these modifications in accordance with EITF
98-14.  As part of your response, please
tell us the amount of any fees or third party costs that were paid as part of
the modification and explain to us how you accounted for these costs.

We
considered Emerging Issues Task Force 98-14, “Debtor’s Accounting for Changes
in Line-of-Credit or Revolving-Debt Arrangements” (“EITF 98-14”), in accounting
for the March 5, 2008 and January 5, 2008 modifications of our
revolving credit facility (“Facility”).
Per EITF 98-14, paragraph 4a, if the borrowing capacity (i.e. remaining
term and the maximum available credit) of the new arrangement is greater than
or equal to the borrowing capacity of the old arrangement, then any unamortized
deferred costs, any fees paid to the creditors, and any third-party costs
incurred should be associated with the new arrangement (that is, deferred and
amortized over the term of the new arrangement).

The March 5, 2008
amendment increased the maximum available borrowing commitment from $200
million to $300 million and did not extend the remaining term of the Facility
(still matures on April 2, 2012).
Therefore, the borrowing capacity of the new arrangement is greater than
the old arrangement.

Our Facility involves
multiple lenders who are members of a syndicate, each holding a specified level
of debt.  Accordingly, we allocated the
debt issuance costs amongst all the creditors in the original line-of-credit
syndicate.  Any new costs paid to
creditors and third parties for the modified facility were also allocated to
each creditor, provided they met the criterion to be capitalized.  We believe that the application of EITF 98-14
should be performed on a creditor by creditor basis.   In making this determination we have
analogized to Exhibit A of EITF 96-19 which notes that separate debt
instruments exist between the debtor and the individual creditors participating
in the syndication.  As such, the
application of EITF 96-19 must be performed on a creditor by creditor basis. As
a result, the conclusions reached under EITF 96-19 for each creditor in the
term loan syndicate can be different (i.e., one creditor loan may be considered
to be modified, while another may be considered extinguished).  Similarly, under EITF 98-14, issue costs may
require write-off for one member of the line-of-credit but not another.  The original borrowing capacity was either
unchanged or increased for each member of the syndicate, thus no creditors were
extinguished as a result of the amendment.

Based on the above
information, we retained the unamortized portion of the previously capitalized
cost ($353,000 at March 5, 2008) and capitalized the new costs associated
with the modification ($200,000).  We are
amortizing these capitalized costs over the term of the new arrangement, which
was unchanged.

The January 5, 2009
amendment reset our minimum financial covenants and pricing and also limits
cash distributions with respect to our equity interests based on a liquidity
threshold.   In addition, the amended
Facility restricts unsecured borrowings and includes a pledge of outstanding
equity interests in two of our subsidiaries.
The amendment did not change the remaining term or impact our borrowing
capacity.

Based on the above
information, we performed our EITF 98-14 analysis on a creditor by creditor
basis and retained the unamortized portion of the previously capitalized cost ($440,000
at January 5, 2009) and capitalized the new costs associated with the
modification ($1,350,000).  We are amortizing
these capitalized costs over the term of the new arrangement, which was
unchanged.

Note 10, Commitments and Contingencies, page 67

3.              We note
your disclosure that implementation of the terms of the settlement of the “Option
Derivative Actions” is ongoing.  Please
tell us if the terms of the settlement include any payments to be made by the
Company, and if that amount is material, please disclose the amount and any
related accruals in future filings.

As
previously disclosed by us in our Quarterly Report on Form 10-Q for the
quarter ended April 1, 2008 as filed with the SEC on April 24, 2008
(the “Q108 10-Q”), a Stipulated Settlement of the Option Derivative Actions was
approved by the federal court on April 14, 2008, and “[i]n
consideration for the full settlement and release of all released claims (as
defined in the stipulation), the stipulation provides for certain corporate
governance reforms, consisting principally of the following: (i) additional
processes for the approval of stock option grants; (ii) adoption of
additional standards for director independence; (iii) the addition of one
new independent director; (iv) additional insider trading controls; (v) provisions
for recovery of performance-based cash bonus payments made to executive
officers that were predicated on later-restated financial statements; and (vi) provisions
for director education.  The stipulation also includes the agreement of
each of David Overton, our Chief Executive Officer, Gerald Deitchle, a former
Chief Financial Officer, Thomas Gregory, a director, Wayne White, a director,
and Jerome Kransdorf, a director, that an aggregate of $940,000 in cash or
stock options with equivalent value will be repaid to the Company by them,
contingent upon the occurrence of the effective date of the stipulation.
In addition, the stipulation requires that the Company shall have an internal
auditor to provide continuous auditing and oversight functions.”  We
further disclosed that we had $2.1 million accrued at April 1, 2008
for settlement of this matter.  (See Note 10 (Commitments
and Contingencies) on page 10 and Legal Proceedings on page 21 of the Q108 10-Q.)

In
addition, we disclosed in our Quarterly Report on Form 10-Q for the
quarter ended July 1, 2008 as filed with the SEC on July 24,
2008  (the “Q208 10-Q”) that, “[i]n June, 2008,
we were repaid an aggregate of $940,000 in cash or stock options with
equivalent value by certain current and former directors and officers.
There are no future payments required by us.”
(See Note
11 (Commitments and Contingencies) on page 10 and Legal Proceedings
on page 24 of the Q208 10-Q.)
Following settlement, we paid $2.1 million in plaintiffs’ attorneys’
fees and expenses, all of which had been accrued at April 1, 2008, as
disclosed in our Q108 10-Q (see above).

Our
statement in Note 10 (Commitments and Contingencies) of our Annual Report on Form 10-K
for the year ended December 30, 2008 as filed with the SEC on February 27,
2009 (“2008 10-K”) that implementation of the terms of the settlement “is ongoing”
refers to the corporate governance reforms described above as disclosed in the
Q108 10-Q which, in accordance with the terms of the Stipulated Settlement,
were to be implemented within twelve (12) months of June 4, 2008 and
which, at the time of filing of the 2008 10-K, were in process.  As disclosed in our Q208 10Q, no future
payments are required by us in connection with this matter.

Note 12, Stock-Based Compensation, page 70

4.              We note
your disclosure that capitalized stock-based compensation for fiscal years
2008, 2007, and 2006 was $1.3 million, $1.7 million and $1.3 million,
respectively and was included in property and equipment, net and other assets
on the balance sheet.  Please tell us,
and disclose in future filings, the nature of these costs and your accounting
policy for capitalizing stock compensation costs.

It
is our policy to capitalize certain qualifying costs related to the acquisition
and development of our restaurant properties.  We believe that qualifying costs relate to pre-acquisition
costs (as defined by Statement of Financial Accounting Standard No. 67, “Accounting
for Costs and Initial Rental Operations of Real Estate Projects”), which are
directly identifiable to a specific non-operating (at the date of acquisition)
property and are incurred subsequent to the time that the acquisition of that
specific property was considered probable.
We further analogize to Emerging Issues Task Force 97-11, “Accounting
for Internal Costs Relating to Real Estate Property Acquisitions”, which allows
internal costs to be capitalized as part of the acquisition cost provided that
the above criterion is met.  In
accordance with this policy, we capitalize direct internal acquisition costs
which include the applicable portion of payroll, benefits and stock-based
compensation cost for employees within the development and construction, legal,
and facilities functions.

We
believe that capitalizing qualifying costs from these departments is
appropriate considering the nature and type of work performed.  Our development and construction department
works on the design and construction of new restaurants and the remodeling of
existing restaurants.  Our legal
department engages in lease, intellectual property, including trademarks, and liquor
license acquisition activities, while our facilities department is responsible
for equipment installation at our restaurants.

The
total amount of capitalized stock-based compensation cost was $1.3 million,
$1.7 million and $1.3 million, representing 9%, 8% and 7% of total stock-based
compensation cost in fiscal 2008, 2007 and 2006, respectively, and 2% of
general and administrative expenses in all three fiscal years presented.

In
future filings, we will expand our stock-based compensation disclosure within
the Summary of Significant Accounting Policies footnote in our Notes to
Consolidated Financial Statements to include the following language:

It
is our policy to capitalize the portion of stock-based compensation costs for
our internal development and construction, legal, and facilities departments
that relates to capitalizable activities, such as the design and construction
of new restaurants and remodeling existing locations, lease, intellectual
property and liquor license acquisition activities and equipment installation.

Form 10-Q for the quarter ended June 30,
2009

Note 1.  Basis
of Presentation and Significant Accounting Policies — Impairment of Long-Lived
Assets

5.              We note
your disclosure that you are currently monitoring three Grand Lux Cafe
locations which have a combined carrying value of $29.1 million and that until
you know the full extent of the impact from the sales and cost initiatives
recently implemented throughout the Grand Lux Cafe concept, as well as further
actions taken at these specific locations, it is premature to determine that an
impairment charge is warranted.  Please
tell us if there have been any changes in events or circumstances, such as
those set forth in paragraph 8 of SFAS 144, that indicate the carrying amount
of these locations may not be recoverable.
If any such events or ci

Mail Stop 3561
        September 15, 2009  Via Fax & U.S. Mail

 Mr. W. Douglas Benn Chief Financial Officer 26901 Malibu Hills Road Calabasas Hills, California 91301

Re: The Cheesecake Factory Incorporated
 Form 10-K for the year ended December 30, 2008
Filed February 27, 2009
 File No. 000-20574

Dear Mr. Benn:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 30, 2008

Statements of Operations, page 55

1. We note from the statement of operati ons that you recorded a $2,952 impairment
of assets during 2008.  Please provide us with, and di sclose in future filings, a

Mr. W. Douglas Benn
The Cheesecake Factory Incorporated
September 15, 2009 Page 2

description of the impaired long-live d asset (asset group) and the facts and
circumstances leading to the impairment , as required by paragraph 26 of SFAS
No. 144.

Notes to the Financial Statements

Note 7. Long Term Debt, page 65

2. We note your disclosure that you modified  the revolving credit facility on March
5, 2008 and January 5, 2009.  Please tell  us how you accounted for these
modifications in accordance with EITF 98- 14.  As part of your  response, please
tell us the amount of any fees or third pa rty costs that were pa id as part of the
modification and explain to us how you accounted for these costs.

Note 10.  Commitments and Contingencies, page 67

3. We note your disclosure that implementation of the terms of the settlement of the
“Option Derivative Actions” is ongoing.  Please tell us if the terms of the
settlement include any payments to be made by the Company, and if that amount is material, please disclose the amount and a ny related accruals in future filings.
 Note 12. Stock-Based Compensation, page 70

4. We note your disclosure that capitali zed stock-based compensation for fiscal
years 2008, 2007, and 2006 was $1.3 million, $1.7 million and $1.3 million, respectively and was included in property and equipment, net and other assets on
the balance sheet. Please tell us, and disclose in future filings, the nature of these costs and your accounting polic y for capitalizing stock compensation costs.

Form 10-Q for the quarter ended June 30, 2009

Note 1. Basis of Presentation and Significant Accounting Policies
– Impairment of Long-Lived Assets

5. We note your disclosure that you are curr ently monitoring three Grand Lux Café
locations which have a combined carry ing value of $29.1 million and that until
you know the full extent of the impact from  the sales and cost initiatives recently
implemented throughout the Grand Lux Café concept, as well as further actions taken at these specific locations, it is premature to determine that an impairment charge is warranted.  Please tell us if th ere have been any changes in events or
circumstances, such as those set forth in paragraph 8 of SFAS 144, that indicate
the carrying amount of these lo cations may not be recoverabl e.  If any such events
or circumstances have occurred, please te ll us if you performed an impairment
analysis on these three restaurants.  If  you have not performed an impairment

Mr. W. Douglas Benn
The Cheesecake Factory Incorporated
September 15, 2009 Page 3

analysis on these locations subsequent to  December 30, 2008, please explain to us
why you do not believe one is required.  S ee paragraphs 7-9 of SFAS No. 144 for
guidance.

Management’s Discussion and Analysis

– Results of Operations
– Thirteen Weeks Ended June 30, 2009 Compared  to Thirteen Weeks Ended July 1, 2008

6. We note your disclosure that the majo rity of the increase in general and
administrative expenses is due to a $2.6 million expense resulting from a change
in the amount and structure of the founde r’s retirement benefit contained in the
employment agreement with your CEO.  Pl ease explain to us the nature of the
$2.6 million expense and explain to us how you determined or calculated the amount.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. W. Douglas Benn
The Cheesecake Factory Incorporated September 15, 2009 Page 4

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief

VIA FACSIMILE
(866) 743-1789