**EXHIBIT 31.1**

 

**THE CHEESECAKE FACTORY INCORPORATED**

**CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER**

 

I, DavidOverton, certify that:

 

1.                I have reviewedthis annual report on Form 10-K of The Cheesecake Factory Incorporated;

 

2.                Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

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

 

4.                The registrant’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

 

(a)                  designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

(b)                 designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

(c)                  evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

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

 

5.                The registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s Board of Directors (or personsperforming the equivalent functions):

 

(a)            all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

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

 

 
| February 26, 2010 |                                                                               |
|------------------------|------------------------------------------------------------------------------------|
|                   | /s/ DAVID OVERTON                                                                  |
|                   | David Overton                                                                      |
|                   | *Chairman  of the Board and Chief Executive Officer (Principal Executive Officer)* |

 

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