SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  FORM 10-Q/A
                                  (Mark One)

             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                For quarterly period ended September 27, 2003
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from______to______
                        Commission File Number: 0-10345

                                   CACHE, INC.

            (Exact name of registrant as specified in is Charter)

              Florida                                 59-1588181
 -------------------------------          ---------------------------------
 (State or other jurisdiction of          (IRS Employer Identification No.)
  incorporation or organization)

               1460 Broadway, New York, New York        10036
           ----------------------------------------   ----------
           (Address of principal executive offices)   (zip code)

                                  212-575-3200
           ----------------------------------------------------
           (Registrant's telephone number, including area code)


 (Former name, address and former fiscal year, if changed since last report)
 ---------------------------------------------------------------------------

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 than 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 [ ]


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act 12b-2).

                         YES  [ ]           NO [X]

                    APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each issuer's classes of common
stock, as of the latest practicable date.

       Common Stock, $.01                        9,981,150
  --------------------------           --------------------------------
  Class of Stock Outstanding           Outstanding at December 22, 2003


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EXPANATORY NOTE

This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the
period ended September 27, 2003 is being filed solely to amend the Exhibit
listing in Item 6 and to renumber former exhibits 99.1, 99.2 and 99.3 as
exhibits 31.1, 31.2 and 32.1, respectively. No other revisions were made to
such exhibits and no revisions have been made to the Registrant's financial
statements or any other disclosure contained in such quarterly report.



                          PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.
          11.1  Calculation of Basic and Diluted Earnings per Common Share. *

          31.1  Section 302 Certification of the Chief Executive Officer

          31.2  Section 302 Certification of the Principal Financial and
                Accounting Officer

          32.1  Certification Pursuant to 18 U.S.C. Section 1350


     *  - previously filed


(b)  Reports on Form 8-K

1.3  Form 8-K, filed October 21, 2003 - reporting pursuant to Item 5 of such
Form, the operating results for the thirty-nine and thirteen week periods ended
September 27, 2003.






















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                                 Signatures
                                 ----------

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, thereto duly authorized.


                                CACHE, INC.
                               (Registrant)






           December 22, 2003                  BY: /s/  Brian Woolf
                                              -------------------------------
                                                       Brian Woolf
                                                       Chairman and Chief
                                                       Executive Officer
                                                       (Principal Executive
                                                        Officer)





           December 22, 2003                  BY: /s/ Thomas E. Reinckens
                                              -------------------------------
                                                      Thomas E. Reinckens
                                                      President and Chief
                                                      Operating Officer
                                                      (Principal Financial
                                                       and Accounting Officer)






















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                                 EXHIBIT 31.1
         SECTION  302 CERTIFICATION  OF THE CHIEF EXECUTIVE OFFICER
         ----------------------------------------------------------

I, Brian Woolf, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Cache,
        Inc. (Cache)

     2. Based on my knowledge, this report does not contain any untrue statement
        of a material fact or omit to state a material fact necessary to make
        the statements made, in light of the circumstances under which such
        statements were made, not misleading with respect to the period covered
        by this report;

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

     4. Cache's other certifying officer and I are responsible for establishing
        and maintaining disclosure controls and procedures (as defined in
        Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over
        financial reporting (as defined in Exchange Act Rules 13a-15(f) and
        15d-15(f)) for Cache and have:

           a) Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to
              Cache, including its consolidated subsidiaries, is made known to
              us by others within those entities, particularly during the period
              which this report is being prepared;
           b) Designed such internal control over financial reporting, or caused
              such internal control over financial reporting to be designed
              under our supervision, to provide reasonable assurance regarding
              the reliability of financial reporting and the preparation of
              financial statements for external purposes in accordance with
              generally accepted accounting principles;
           c) Evaluated the effectiveness of Cache's disclosure controls and
              procedures and presented in this report our conclusions about
              the effectiveness of the disclosure controls and procedures, as
              of the end of the period covered by this report based on such
              evaluation; and
           d) Disclosed in this report any change in Cache's internal control
              over financial reporting that occurred during Cache's most recent
              fiscal quarter that has materially affected, or is reasonably
              likely to materially affect Cache's internal control over
              financial reporting; and

     5. Cache's other certifying officer and I have disclosed, based on our
        most recent evaluation of internal control over financial reporting to
        Cache's auditors and the audit committee of Cache's Board of Directors;

           a) All significant deficiencies in the design or operation of
              internal control over financial reporting which are reasonably
              likely to adversely affect Cache's ability to record, process,
              summarize and report financial information; and
           b) Any fraud, whether or not material, that involves management or
              other employees who have a significant role in Cache's internal
              control over financial reporting.


              November 7, 2003                By: /s/ Brian Woolf
                                              --------------------------------
                                                      Brian Woolf
                                                      Chairman and Chief
                                                      Executive Officer
                                                      (Principal Executive
                                                       Officer)


<page>

                                  EXHIBIT 31.2
 SECTION  302 CERTIFICATION  OF THE PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
 -----------------------------------------------------------------------------

I, Thomas E. Reinckens, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Cache,
        Inc. (Cache)

     2. Based on my knowledge, this report does not contain any untrue statement
        of a material fact or omit to state a material fact necessary to make
        the statements made, in light of the circumstances under which such
        statements were made, not misleading with respect to the period covered
        by this report;

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

     4. Cache's other certifying officer and I are responsible for establishing
        and maintaining disclosure controls and procedures (as defined in
        Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over
        financial reporting (as defined in Exchange Act Rules 13a-15(f) and
        15d-15(f)) for Cache and have:

           a. Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to
              Cache, including its consolidated subsidiaries, is made known to
              us by others within those entities, particularly during the period
              which this report is being prepared;
           b. Designed such internal control over financial reporting, or caused
              such internal control over financial reporting to be designed
              under our supervision, to provide reasonable assurance regarding
              the reliability of financial reporting and the preparation of
              financial statements for external purposes in accordance with
              generally accepted accounting principles;
           c. Evaluated the effectiveness of Cache's disclosure controls and
              procedures and presented in the report our conclusions about the
              effectiveness of the disclosure controls and procedures, as of
              the end of the period covered by this report based on such
              evaluation; and
           d. Disclosed in this report any change in Cache's internal control
              over financial reporting that occurred during Cache's most recent
              fiscal quarter that has materially affected, or is reasonably
              likely to materially affect Cache's internal control over
              financial reporting; and

     5. Cache's other certifying officer and I have disclosed, based on our
        most recent evaluation of internal control over financial reporting to
        Cache's auditors and the audit committee of Cache's Board of Directors;

           a) All significant deficiencies in the design or operation of
              internal control over financial reporting which are reasonably
              likely to adversely affect Cache's ability to record, process,
              summarize and report financial information; and
           b) Any fraud, whether or not material, that involves management or
              other employees who have a significant role in Cache's internal
              control over financial reporting.

              November 7, 2003                By: /s/ Thomas E. Reinckens
                                                  ----------------------------
                                                      Thomas  E. Reinckens
                                                      Presidentand Chief
                                                      Operating Officer
                                                      (Principal Financial
                                                       and Accounting Officer)
<page>

                                  EXHIBIT 32.1
                           CERTIFICATION PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to and solely for the purposes of, 18  U.S.C. Section 1350 (Section
906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies
in the capacity and on the date indicated below that:

     1. The Quarterly Report of Cache, Inc. on  Form 10-Q for the period ending
        September 27, 2003 as filed with the Securities and Exchange Commission
        on the date hereof (the "Report") fully complies with the requirements
        of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     2. The information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operations of Cache,
        Inc.




        November 7, 2003                      BY: /s/ Brian Woolf
                                              -------------------------------
                                                      Brian Woolf
                                                      Chairman and Chief
                                                      Executive Officer
                                                      (Principal Executive
                                                       Officer)





        November 7, 2003                      BY: /s/ Thomas E. Reinckens
                                              --------------------------------
                                                      Thomas E. Reinckens
                                                      President and Chief
                                                      Operating Officer
                                                      (Principal Financial
                                                       and Accounting
                                                       Officer)

















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