10-Q/A

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

FORM 10-Q/A
(Amendment No. 1)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2004

or

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-20574

THE CHEESECAKE FACTORY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 51-0340466
(IRS Employer
Identification No.)

26950 Agoura Road
Calabasas Hills, California
(Address of principal executive offices) 91301
(Zip Code)

Registrant’s telephone number, including area code: (818) 871-3000

___________

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|

        Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|

        As of April 20, 2004, 51,808,791 shares of the registrant’s Common Stock, $.01 par value, were outstanding.

THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES

INDEX

PART II. OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Item 6. Exhibits and Reports on Form 8-K

Signatures

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EXPLANATORY NOTE

        This Amendment to the report on Form 10-Q for The Cheesecake Factory Incorporated for the fiscal quarter ended March 30, 2004 is being filed solely to include in Part II. Other Information “Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities”, as set forth below. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment also includes new Rule 13(a)-14(a)/15d-14(a) certifications as Exhibits 31.1 and 31.2, and new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 32.1 and 32.2. This Amendment continues to speak as of the date of the original Form 10-Q, and we have not updated the disclosure to reflect any events that occurred at a later date.

PART II. OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

        The following provides information regarding the Company’s purchase, during the first quarter 2004, of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Program	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
December 31, 2003 – January 31, 2004	—	—	—	610,200
February 1 – 29, 2004	—	—	—	610,200
March 1– 30, 2004	10,000	$47.59	10,000	600,200
Total	10,000	$47.59	10,000

(1) In February 1998, our Board of Directors authorized the repurchase of up to 1,687,500 shares of our common stock. The repurchase program does not have an expiration date.

Item 6 Exhibits and Reports on Form 8-K

(a) Exhibits.

Exhibit 10.1    Amended and Restated Annual Performance Incentive Plan (1)

Exhibit 10.2    Agreement of Purchase and Sale and Joint Escrow Instructions (1)

Exhibit 31.1    Rule 13a-14(a) Certification of Principal Executive Officer

Exhibit 31.2    Rule 13a-14(a) Certification of Principal Financial Officer

Exhibit 32.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                        906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                        906 of the Sarbanes-Oxley Act of 2002.

(1) Previously filed as part of the Company’s quarterly report on Form 10-Q for the quarter ended March 30, 2004.

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(b)     Reports on Form 8-K.

        The Company filed the following reports on Form 8-K during the first quarter:

        On January 7, 2004, the Company filed a current report on Form 8-K announcing its presentation at the SG Cowen Consumer Conference.

        On January 7, 2004, the Company filed a current report on Form 8-K announcing executive officer promotions.

        On January 27, 2004, the Company filed a current report on Form 8-K announcing the date and time of the fourth quarter and fiscal 2003 earnings conference call.

        On January 28, 2004, the Company filed a current report on Form 8-K announcing the opening of The Cheesecake Factory restaurant in Birmingham, Alabama.

        On February 4, 2004, the Company filed a current report on Form 8-K announcing the financial results of fiscal fourth quarter ended December 30, 2003.

        On February 11, 2004, the Company filed a current report on Form 8-K announcing that it had entered into a $35 million credit facility with Bank of the West to replace an existing facility with that institution.

        On February 17, 2004, the Company filed a current report on Form 8-K announcing the opening of The Cheesecake Factory restaurant in Cincinnati, Ohio and its presentation at the Bear Stearns Conference.

        On March 17, 2004, the Company filed a current report on Form 8-K announcing an update to Company management.

        On March 19, 2004, the Company filed a current report on Form 8-K announcing its presentation at the Banc of America Securities Conference.

        On March 30, 2004, the Company filed a current report on Form 8-K announcing the Board of Directors approval of an amended and restated Code of Ethics for Executive Officers, Senior Financial Officers and Directors.

        The Company filed the following reports on Form 8-K subsequent to the close of the first quarter:

        On April 14, 2004, the Company filed a current report on Form 8-K announcing the date and time of the first quarter earnings conference call.

        On April 20, 2004, the Company filed a current report on Form 8-K announcing the financial results of fiscal first quarter ended March 30, 2004.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 26, 2004 THE CHEESECAKE FACTORY INCORPORATED


By: /s/ DAVID OVERTON
       ——————————————
       David Overton
        Chairman of the Board, President and
        Chief Executive Officer
        (Principal Executive Officer)

By: /s/ MICHAEL J. DIXON
       ——————————————
       Michael J. Dixon
       Senior Vice President and Chief Financial Officer
        (Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

Exhibit Number	Exhibit Title
31.1	Rule 13a-14(a) Certification of Principal Executive Officer
31.2	Rule 13a-14(a) Certification of Principal Financial Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
	the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
	the Sarbanes-Oxley Act of 2002

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EX-31.1

EXHIBIT 31.1

THE CHEESECAKE FACTORY INCORPORATED

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, David Overton, certify that:

1. I have reviewed this amended quarterly report on Form 10-Q of The Cheesecake Factory Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 26, 2004

/s/ DAVID OVERTON
——————————————
David Overton
Chairman of the Board, President and
Chief Executive Officer

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EX-31.2

EXHIBIT 31.2

THE CHEESECAKE FACTORY INCORPORATED

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Michael J. Dixon, certify that:

1. I have reviewed this amended quarterly report on Form 10-Q of The Cheesecake Factory Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 26, 2004

/s/ MICHAEL J. DIXON
——————————————
Michael J. Dixon
Senior Vice President and
Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

THE CHEESECAKE FACTORY INCORPORATED

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TOSECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of The Cheesecake Factory Incorporated (the “Company”) on Form 10-Q for the period ended March 30, 2004 as filed with the Securities and Exchange Commission on April 27, 2004 and amended on the date hereof (the “Report”), I, David Overton, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

May 26, 2004

/s/ DAVID OVERTON
——————————————
David Overton
Chairman of the Board, President and
Chief Executive Officer

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EX-32.2

EXHIBIT 32.2

THE CHEESECAKE FACTORY INCORPORATED

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TOSECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of The Cheesecake Factory Incorporated (the “Company”) on Form 10-Q for the period ended March 30, 2004 as filed with the Securities and Exchange Commission on April 27, 2004 and amended the date hereof (the “Report”), I, Michael J. Dixon, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

May 26, 2004

/s/ MICHAEL J. DIXON
——————————————
Michael J. Dixon
Senior Vice President and
Chief Financial Officer

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