CHEESECAKE FACTORY INCORPORATED
10-Q/A, 1999-01-04
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   FORM 10-Q/A


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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 29, 1998 COMMISSION FILE NUMBER 0-20574

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

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

          26950 AGOURA ROAD                             
     CALABASAS HILLS, CALIFORNIA                                  91301
(Address of principal executive offices)                        (Zip Code)
 
   Registrant's telephone number, including area code:         (818) 871-3000

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     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 ___

     As of November 10, 1998, 19,870,867 shares of the registrant's Common
Stock, $.01 par value, were outstanding.

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ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

     On Tuesday, May 19, 1998, the Company held its Annual Meeting of
Stockholders. The matters submitted for vote and the related election results
are as follows:

1.   To reelect Thomas L. Gregory to the Board of Directors of the Company for a
     three-year term which will expire at the Annual Meeting of Stockholders to
     be held in the year 2001. The results of proxies voted for the reelection
     of Thomas L. Gregory are as follows:

            Votes For                 Votes Withheld
            ---------                 --------------
           14,759,515                    116,953

2.   To approve an amendment to the Company's 1992 Performance Employee Stock
     Option Plan. The results of proxies voted are as follows:

           Votes For                Votes Against             Abstain
           ---------                -------------             -------
          10,867,619                  1,870,335               29,205


                                    SIGNATURE

     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 hereto duly authorized.

Dated:  January 4, 1999                     The Cheesecake Factory Incorporated


                                            By: /s/ Gerald W. Deitchle
                                               --------------------------------
                                                Gerald W. Deitchle
                                                Executive Vice President
                                                and Chief Financial Officer


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