**EXHIBIT 31.2**

 

**CERTIFICATION**

 

I,Margaret Feeney, certify that:

 

1.             I have reviewed thisquarterly report on Form 10-Q of Cache Inc. (Cache);

 

2.             Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements are made, not misleading withrespect to the period covered by this quarterly report;

 

3.             Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of Cache as of, and for, theperiods presented in this quarterly report;

 

4.             Cache’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols 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 registrantand have:

 

a.             designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto Cache, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b.             designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c.             evaluated the effectivenessof Cache’s disclosure controls and procedures and presented in this quarterlyreport our conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this quarterly report basedon such evaluation; and

 

d.             disclosed in this report anychange in Cache’s internal control over financial reporting that occurredduring Cache’s second quarter that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting;

 

5.             Cache’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to Cache’s auditors and the audit committeeof Cache’s Board of Directors;

 

a.             all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect Cache’sability to record, process, summarize and report financial information; and

 

b.             any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in Cache’s internal control over financial reporting.

 
| November 5,  2009 | By:  | /s/  Margaret Feeney                                   |
|------------------------|-----------|--------------------------------------------------------|
|                   |      | Margaret  Feeney                                       |
| * *               | * *  | *Executive Vice President and Chief Financial Officer* |
|                   |      | (Principal Financial and Accounting Officer)           |

 

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