<PAGE>


  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
        
                             --------------------
        
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
        
                             --------------------
        
                      THE CHEESECAKE FACTORY INCORPORATED
            (Exact name of Registrant as specified in its charter)
        
             DELAWARE                                       51-0340466
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                       Identification No.)
        
                               26950 Agoura Road
                          Calabasas Hills, CA  91301
                                (818) 871-3000
          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                
                             --------------------
        
                      THE CHEESECAKE FACTORY INCORPORATED
                 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plan)
        
                              GERALD W. DEITCHLE
                           Executive Vice President
                          and Chief Financial Officer
                               26950 Agoura Road
                          Calabasas Hills, CA  91301
                                (818) 871-3000
           (Name, address and telephone number of agent for service)
        
                             --------------------
        
                                   Copy to:
                            MARK A. BONENFANT, ESQ.
                      Buchalter, Nemer, Fields & Younger
                          a professional corporation
                     601 South Figueroa Street, Suite 2400
                      Los Angeles, California 90017-5704
                                (213) 891-0700
        
                             --------------------
        
        
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
    TITLE OF SECURITIES              AMOUNT TO BE       PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE       AMOUNT OF
      TO BE REGISTERED                REGISTERED           PRICE PER UNIT(1)               OFFERING PRICE         REGISTRATION FEE
     <S>                                  <C>                 <C>                          <C>                           <C>
  Common Stock, $.01 par value     100,000 shares               $26.125                     $2,612,500                $792.00
                                   
</TABLE>

    (1)  BASED ON THE CLOSING PRICE ON JULY 29, 1997 FOR THE REGISTRANT'S COMMON
STOCK AS REPORTED BY THE NATIONAL MARKET SYSTEM.


<PAGE>

                            PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in the 
registration statement and are deemed to be a part thereof from the date of 
filing such documents, and all documents subsequently filed by the registrant 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 
Act of 1934, as amended, prior to the filing of a post-effective amendment 
which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold.

         (a)     The Company's Annual Report on Form 10-K for the fiscal year 
ended December 29, 1996;

         (b)     The Company's Quarterly Report on Form 10-Q for the quarter 
ending June 29, 1997; and

         (c)     The Company's Registration Statement on Form 8-A, declared 
effective by the Commission on September 17, 1992.

         All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as 
amended, prior to the filing of a post-effective amendment which indicates 
that all securities offered have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be incorporated by 
reference into this Registration Statement and to be a part hereof from the 
date of filing of such documents.  Any statement contained herein or in a 
document all or a portion of which is incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any other subsequently filed document which also is or 
is deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or amended, to constitute a part of this Registration 
Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Several members of the law firm Buchalter, Nemer, Fields and 
Younger, a professional corporation own shares of the Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware provides, in 
summary, that the directors and officers of the Company may, under certain 
circumstances, be indemnified by the Company against all expenses incurred by 
or imposed upon them as a result of actions, suits or proceedings brought 
against them as such directors and officers, or as directors or officers of 
any other organization at the request of the Company, if they act in good 
faith and in a manner they reasonably believe to be in or not opposed to the 
best interests of the Company, and with respect to any criminal action or 
proceeding, have no reasonable cause to believe their conduct was unlawful, 
except that no indemnification shall be made against expenses in respect to 
any claim, issue or matter as to which they shall have been adjudged to be 
liable to the Company unless and only to the extent that the court in which 
such action or suit was brought shall determine upon application that, 
despite the adjudication of liability but in view of all the circumstances of 
the case, they are fairly and reasonably entitled to indemnity for such 
expenses which such court shall deem proper.  Section 145 of the Delaware 
General Corporation Law also provides that directors and officers of the 
Company are entitled to such indemnification by the Company to the extent 
that such persons are successful on the merits or otherwise in defending any 
such action, suit or proceeding.  The Company's Bylaws provide for the 
indemnification by the Company of officers and directors to the fullest 
extent permitted by Section 145 of the Delaware General Corporation Law.

                             2
<PAGE>

         Section 102 of the Delaware General Corporation Law provides that a 
corporation, in its Certificate of Incorporation, may eliminate the personal 
liability of its directors to the corporation or its stockholders for 
monetary damages for breach of fiduciary duty as a director, other than 
liability for (1) any breach of the director's duty of loyalty to the 
corporation or its stockholders, (2) acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law, (3) any 
transaction from which the director derived an improper personal benefit and 
(4) unlawful payment of dividends or unlawful stock purchases or redemptions. 
 The Company's Certificate of Incorporation provides for the elimination of 
personal liability of its directors as permitted by Section 102 of the 
Delaware General Corporation Law.

         The Company maintains a directors and officer's insurance policy for 
the benefit of its directors and officers.

ITEM 8.  EXHIBITS.

         The Exhibits filed herewith are listed on the Exhibit Index on page 11.

ITEM 9.  UNDERTAKINGS.

         1.     The undersigned registrant hereby undertakes:

         (a)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                (i)       To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                (ii)      To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.

                (iii)     To include any material information with respect to 
the plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the registration 
statement.

         (b)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2.   The undersigned registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

         3.   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions,

                             3
<PAGE>

or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expense incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                        SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Calabasas Hills, State of 
California, on July 15, 1997.

                           THE CHEESECAKE FACTORY INCORPORATED,
                           a Delaware Corporation


                           By  s/   David Overton
                             -----------------------------------------------
                                David Overton
                                Chairman of the Board, President
                                and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the date indicated.

          Name                                Title                  Date
         ------                              -------                ------
s/ David Overton                       Chairman of the Board,    July 15, 1997
---------------------------------      President and Chief
David Overton                          Executive Officer,
                                       (Principal Executive
                                       and Operating Officer)

s/ Gerald W. Deitchle                  Executive Vice            July 15, 1997
---------------------------------      President, and Chief
Gerald W. Deitchle                     Financial Officer
                                       (Principal Financial
                                       and Accounting Officer)

s/  Thomas L. Gregory                  Director                  July 15, 1997
---------------------------------
Thomas L. Gregory

s/ Jerome I. Kransdorf                 Director                  July 15, 1997
---------------------------------
Jerome I. Kransdorf

s/ Wayne H. White                      Director                  July 15, 1997
---------------------------------
Wayne H. White


                             4
<PAGE>

                       EXHIBIT INDEX

Exhibit                                                    
Number                          Exhibit                               
-------                         -------                               
  4      Company's 1997 Non-Employee Director Stock Option Plan
  5      Opinion of Buchalter, Nemer, Fields & Younger, a
         Professional Corporation
 23.1    Auditor's Consent of Independent Accountant
 23.2    Legal Counsel Consent is contained in Exhibit 5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 14270}]
{"company-data": {"conformed-name": "CHEESECAKE FACTORY INCORPORATED", "cik": "0000887596", "assigned-sic": "5812", "irs-number": "510340466", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33173", "film-number": "97653944"}, "business-address": {"street1": "26950 AGOURA RD", "city": "CALABASAS HILLS", "state": "CA", "zip": "91301", "phone": "8188809323"}, "mail-address": {"street2": "26950 AGOURA RD", "city": "CALABASAS HILLS", "state": "CA", "zip": "91301"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
        
                             --------------------
        
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
        
                             --------------------
        
                      THE CHEESECAKE FACTORY INCORPORATED
            (Exact name of Registrant as specified in its charter)
        
             DELAWARE                                       51-0340466
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                       Identification No.)
        
                               26950 Agoura Road
                          Calabasas Hills, CA  91301
                                (818) 871-3000
          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                
                             --------------------
        
                      THE CHEESECAKE FACTORY INCORPORATED
                 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plan)
        
                              GERALD W. DEITCHLE
                           Executive Vice President
                          and Chief Financial Officer
                               26950 Agoura Road
                          Calabasas Hills, CA  91301
                                (818) 871-3000
           (Name, address and telephone number of agent for service)
        
                             --------------------
        
                                   Copy to:
                            MARK A. BONENFANT, ESQ.
                      Buchalter, Nemer, Fields & Younger
                          a professional corporation
                     601 South Figueroa Street, Suite 2400
                      Los Angeles, California 90017-5704
                                (213) 891-0700
        
                             --------------------
        
        
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
TITLE OF SECURITIES              AMOUNT TO BE       PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE       AMOUNT OF
      TO BE REGISTERED                REGISTERED           PRICE PER UNIT(1)               OFFERING PRICE         REGISTRATION FEE
Common Stock, $.01 par value     100,000 shares               $26.125                     $2,612,500                $792.00
(1)  BASED ON THE CLOSING PRICE ON JULY 29, 1997 FOR THE REGISTRANT'S COMMON
STOCK AS REPORTED BY THE NATIONAL MARKET SYSTEM.
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in the 
registration statement and are deemed to be a part thereof from the date of 
filing such documents, and all documents subsequently filed by the registrant 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 
Act of 1934, as amended, prior to the filing of a post-effective amendment 
which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold.

         (a)     The Company's Annual Report on Form 10-K for the fiscal year 
ended December 29, 1996;

         (b)     The Company's Quarterly Report on Form 10-Q for the quarter 
ending June 29, 1997; and

         (c)     The Company's Registration Statement on Form 8-A, declared 
effective by the Commission on September 17, 1992.

         All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as 
amended, prior to the filing of a post-effective amendment which indicates 
that all securities offered have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be incorporated by 
reference into this Registration Statement and to be a part hereof from the 
date of filing of such documents.  Any statement contained herein or in a 
document all or a portion of which is incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any other subsequently filed document which also is or 
is deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or amended, to constitute a part of this Registration 
Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Several members of the law firm Buchalter, Nemer, Fields and 
Younger, a professional corporation own shares of the Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware provides, in 
summary, that the directors and officers of the Company may, under certain 
circumstances, be indemnified by the Company against all expenses incurred by 
or imposed upon them as a result of actions, suits or proceedings brought 
against them as such directors and officers, or as directors or officers of 
any other organization at the request of the Company, if they act in good 
faith and in a manner they reasonably believe to be in or not opposed to the 
best interests of the Company, and with respect to any criminal action or 
proceeding, have no reasonable cause to believe their conduct was unlawful, 
except that no indemnification shall be made against expenses in respect to 
any claim, issue or matter as to which they shall have been adjudged to be 
liable to the Company unless and only to the extent that the court in which 
such action or suit was brought shall determine upon application that, 
despite the adjudication of liability but in view of all the circumstances of 
the case, they are fairly and reasonably entitled to indemnity for such 
expenses which such court shall deem proper.  Section 145 of the Delaware 
General Corporation Law also provides that directors and officers of the 
Company are entitled to such indemnification by the Company to the extent 
that such persons are successful on the merits or otherwise in defending any 
such action, suit or proceeding.  The Company's Bylaws provide for the 
indemnification by the Company of officers and directors to the fullest 
extent permitted by Section 145 of the Delaware General Corporation Law.

                             2
Section 102 of the Delaware General Corporation Law provides that a 
corporation, in its Certificate of Incorporation, may eliminate the personal 
liability of its directors to the corporation or its stockholders for 
monetary damages for breach of fiduciary duty as a director, other than 
liability for (1) any breach of the director's duty of loyalty to the 
corporation or its stockholders, (2) acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law, (3) any 
transaction from which the director derived an improper personal benefit and 
(4) unlawful payment of dividends or unlawful stock purchases or redemptions. 
 The Company's Certificate of Incorporation provides for the elimination of 
personal liability of its directors as permitted by Section 102 of the 
Delaware General Corporation Law.

         The Company maintains a directors and officer's insurance policy for 
the benefit of its directors and officers.

ITEM 8.  EXHIBITS.

         The Exhibits filed herewith are listed on the Exhibit Index on page 11.

ITEM 9.  UNDERTAKINGS.

         1.     The undersigned registrant hereby undertakes:

         (a)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                (i)       To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                (ii)      To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.

                (iii)     To include any material information with respect to 
the plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the registration 
statement.

         (b)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2.   The undersigned registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

         3.   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions,

                             3
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expense incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                        SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Calabasas Hills, State of 
California, on July 15, 1997.

                           THE CHEESECAKE FACTORY INCORPORATED,
                           a Delaware Corporation

                           By  s/   David Overton
                             -----------------------------------------------
                                David Overton
                                Chairman of the Board, President
                                and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the date indicated.

          Name                                Title                  Date
         ------                              -------                ------
s/ David Overton                       Chairman of the Board,    July 15, 1997
---------------------------------      President and Chief
David Overton                          Executive Officer,
                                       (Principal Executive
                                       and Operating Officer)

s/ Gerald W. Deitchle                  Executive Vice            July 15, 1997
---------------------------------      President, and Chief
Gerald W. Deitchle                     Financial Officer
                                       (Principal Financial
                                       and Accounting Officer)

s/  Thomas L. Gregory                  Director                  July 15, 1997
---------------------------------
Thomas L. Gregory

s/ Jerome I. Kransdorf                 Director                  July 15, 1997
---------------------------------
Jerome I. Kransdorf

s/ Wayne H. White                      Director                  July 15, 1997
---------------------------------
Wayne H. White

                             4
EXHIBIT INDEX

Exhibit                                                    
Number                          Exhibit                               
-------                         -------                               
  4      Company's 1997 Non-Employee Director Stock Option Plan
  5      Opinion of Buchalter, Nemer, Fields & Younger, a
         Professional Corporation
 23.1    Auditor's Consent of Independent Accountant
 23.2    Legal Counsel Consent is contained in Exhibit 5