Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
OVERTON DAVID
 2. Issuer Name and Ticker or Trading Symbol
CHEESECAKE FACTORY INC [CAKE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and C.E.O.
(Last)
(First)
(Middle)

26901 MALIBU HILLS ROAD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/30/2008
(Street)


CALABASAS HILLS, CA 91301		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 36.87 06/06/2008   D4   100,000 01/04/2007(3) 01/04/2016 Common Stock
100,000
$ 2.6969 (1) 0
D
 
Employee Stock Option (right to buy) $ 32.32 06/06/2008   D4   37,804 01/03/2006 01/04/2016 Common Stock
37,804
$ 3.2989 (2) 62,196
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OVERTON DAVID
26901 MALIBU HILLS ROAD
CALABASAS HILLS, CA 91301		   X     Chairman and C.E.O.  

Signatures

David Overton by Debby Zurzolo, his attorney in fact 02/13/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The option was canceled pursuant to The Cheesecake Factory Incorporated's stipulated settlement of certain options derivative actions. The reporting person received $269,290 as consideration for the cancellation, which was tendered to the Company in payment of the reporting person's obligation under the options derivative actions.
(2) The option was canceled pursuant to The Cheesecake Factory, Incorporated's stipulated settlement of certain options derivative actions. The reporting person received $124,712 as consideration for the cancellation, which was tendered to the Company in payment of the reporting person's obligation under the options derivative actions.
(3) At the cancellation date, 40,000 of 100,000 options remained unvested. These 40,000 unvested options would have vested in increments of 20,000 on each of 1/3/2009 and 1/03/2010.

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