SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 4)

THE CHEESECAKE FACTORY INCORPORATED

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $.01 par value
(Title of Class of Securities)

163072101
(CUSIP Number of Class of Securities Underlying Options to Purchase Common Stock)

Debby R. Zurzolo
Executive Vice President, Secretary and General Counsel
THE CHEESECAKE FACTORY INCORPORATED
26901 Malibu Hills Road
Calabasas Hills, California 91301
(818) 871-3000 Copies to:
Keith Paul Bishop, Esq.
Buchalter Nemer,
A Professional Corporation
18400 Von Karman Avenue, Suite 800
Irvine, California 92612-0514
(949) 760-1121

(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of filing person)

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$22,626,000	$2,421.00

*Calculated solely for purposes of determining the filing fee. This amount assumes that all eligible options to purchase 1,908,209 shares of The Cheesecake Factory Incorporated common stock will be amended pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee was calculated at the rate of $107 for each $1,000,000 of the value of the transaction.

**Previously paid.

oCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		Not applicable.
Form or Registration No.:		Not applicable.
Filing party:	Not applicable.
Date filed:	Not applicable.

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:   o

INTRODUCTION

This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on February 6, 2007 (the “Schedule TO”) by The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”), and relates to the offer by the Company to amend the exercise price of certain options that have been granted under (i) the Company’s 1992 Performance Employee Stock Option Plan, as amended and (ii) the Company’s Amended and Restated Year 2000 Omnibus Performance Stock Plan, as amended: (a) that have exercise prices per share that were less, or may have been less, than the fair market value per share of the common stock underlying the option on the option grant date, (b) that were unvested, either in whole or in part, as of December 31, 2004, and (c) that are outstanding and unexercised as of the last date on which the offer remains open for acceptance.  The Company’s offer is being made upon the terms and subject to the conditions set forth in Offer to Amend the Exercise Price of Certain Options, dated February 6, 2007 (the “Offer”) and in the related Memorandum from David Overton, dated February 6, 2007, copies of which were previously filed as Exhibits 99.(a)(1)(a) and 99.(a)(1)(b), respectively, to the Schedule TO.  Except as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3 filed with the SEC on February 8, 2007, February 9, 2007 and February 12, 2007, respectively, and this Amendment No. 4, all of the terms of the Offer and all disclosure set forth in the Schedule TO and the exhibits thereto remain unchanged.

Item 12.                 Exhibits.

Item 12 of the Schedule TO is amended by adding Exhibit 99.(a)(1)(M) (Notice Regarding Tender Offer Acceptance Deadline).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule TO is true, complete and correct.

Date: February 22, 2007	THE CHEESECAKE FACTORY INCORPORATED
	/s/ Michael J. Dixon
	Michael J. Dixon
	Senior Vice President and Chief Financial Officer

2

INDEX TO EXHIBITS

Exhibit Number	Description
99 (a)(1)(M)	Notice Regarding Tender Offer Acceptance Deadline

3

EX-99.(A)(1)(M)

Exhibit 99.(a)(1)(M)

The following notice applies only to those staff members that
received the Tender Offer document and memo from
David Overton dated February 6, 2007.  If you did not
receive the Tender Offer document, please disregard
the following notice.

NOTICE REGARDING TENDER OFFER ACCEPTANCE DEADLINE

      For those of you who received the Tender Offer documents  related to certain Cheesecake Factory Stock options that vest after December 31, 2004, this email is a reminder that you only have          days remaining to submit your election form to accept the offer.

As outlined in the memorandum from David Overton dated February 6, 2007 announcing the offer to amend and in the documents included with that Memorandum, recently enacted Internal Revenue Code Section 409A imposes certain adverse tax consequences (including income tax at vesting, an additional 20% tax, interest at the underpayment rate plus 1% and penalties (as applicable) on stock options that were granted at less than fair market value and which vest after December 31, 2004. If you received an offer, The Cheesecake Factory has determined that certain of your stock options may be affected by Section 409A because they were or may have an exercise price at less than fair market value of the underlying stock on the grant date. The Cheesecake Factory has offered you the opportunity to avoid the Section 409A impact by amending (depending on the specific option grant) certain stock options.

Please note that you must act by the March 8, 2007, 5:00 pm Pacific Standard Time deadline to accept the offer and avoid the Section 409A impact. All of the details of Cheesecake Factory’s offer to you are included with the memorandum from David Overton dated February 6, 2007.

If you have any further questions concerning the offer, please contact us by telephone at 818-871-8333 or by e-mail at tenderquestions@thecheesecakefactory.com.