**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,this quarterly 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 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 controls over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

 

**a) designedsuch disclosure controls and procedures, or caused such disclosure controlsand   procedures to be designed under oursupervision, to ensure that material information relating to Cache, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period which this quarterly report is beingprepared;**

 

**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 the preparationof financial statements for  externalpurposes in accordance with generally accepted accounting principles;

 

**c)**              evaluated theeffectiveness of Cache’s disclosure controls and procedures and presented inthis  quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures as of the endof the period covered by this quarterly report based on such evaluation;

 

**d)**             disclosed in this reportany changes in Cache’s internal control over financial reporting that occurredduring Cache’s first quarter that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

**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 significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to  adversely affect Cache’s ability torecord,  process, summarize and reportfinancial information; and

 

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

 
| **May 8,  2008** | **By:**    | ** /s/ Margaret Feeney**                                                                                          |
|-----------------------|------------|------------------------------------------------------------------------------------------------------------------------|
| ** **            | ** ** | **     Margaret  Feeney**                                                                     |
| ** **            | ** ** | **     Executive  Vice President and       Chief Financial Officer** |
| ** **            | ** ** | **     (Principal  Financial and**                                                            |
| ** **            | ** ** | **     Accounting  Officer)**                                                                 |

 

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