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

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

                  FOR THE QUARTERLY PERIOD ENDED APRIL 2, 2005
                                       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 its Charter)

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

                     1440 BROADWAY, NEW YORK, NEW YORK 10018
                     --------------------------------- -----
               (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  preceeding 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 [ ]

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

                               YES [X]        NO [ ]

                      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                                15,706,428
-----------------------------------          -----------------------------------
   CLASS OF STOCK OUTSTANDING                    OUTSTANDING AT MAY 10, 2005


<PAGE>


                          CACHE, INC. AND SUBSIDIARIES

                                      INDEX


<TABLE>
<CAPTION>
 PART I. FINANCIAL INFORMATION

<S>                  <C>                                                                      <C>
   Item 1.           Financial Statements (unaudited)                                            2
                     Condensed Consolidated Balance Sheets                                       3
                     Condensed Consolidated Statements of Income                                 4
                     Condensed Consolidated Statements of Cash Flows                             5
                     Notes to the Condensed Consolidated Financial Statements                    6
   Item 2.           Management's Discussion and Analysis of Financial Condition and
                     Results of Operations                                                      10
   Item 3.           Quantitative and Qualitative Disclosures About Market Risk                 13
   Item 4.           Controls and Procedures                                                    14


 PART II. OTHER INFORMATION

    Item 4.           Submission of Matters to a Vote of Security Holders                       15
    Item 6.           Exhibits                                                                  15


 SIGNATURES                                                                                     16
</TABLE>


                                       2
<PAGE>



<TABLE>
<CAPTION>
                                                           CACHE, INC. AND SUBSIDIARIES
                                                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                     (UNAUDITED)
<S>                                                        <C>                        <C>                     <C>
                                                                                                                        March 27,
   ASSETS                                                                                                                 2004
                                                                                                                          ----
                                                                       April 2,               January 1,            As restated, see
                                                                        2005                    2005                    NOTE 10
                                                                        ----                    ----                    -------
   Current assets:
           Cash and equivalents                               $         18,646,000    $         16,848,000     $        18,200,000
           Marketable securities                                        24,000,000              25,874,000              22,538,000
           Receivables, net                                              5,992,000               6,545,000               3,865,000
           Inventories                                                  34,393,000              32,296,000              29,824,000
           Deferred income taxes                                           616,000                 567,000                 930,000
           Prepaid expenses and other current assets                     1,600,000               1,948,000               1,000,000
                                                              --------------------    --------------------     -------------------
                       Total current assets                             85,247,000              84,078,000              76,357,000


   Equipment and leasehold improvements, net                            48,287,000              47,118,000              35,307,000
   Other assets                                                            850,000                 832,000                 832,000
                                                              --------------------    --------------------     -------------------

                       Total assets                           $        134,384,000    $        132,028,000     $       112,496,000
                                                              ====================    ====================     ===================

   LIABILITIES AND STOCKHOLDERS' EQUITY

   Current liabilities:
           Accounts payable                                   $         16,957,000    $         17,055,000     $        16,259,000
           Income taxes payable                                            502,000               ---                       224,000
           Accrued compensation                                          2,563,000               1,927,000               1,719,000
           Accrued liabilities                                          10,164,000              11,627,000               9,822,000
                                                              --------------------    --------------------     -------------------
                       Total current liabilities                        30,186,000              30,609,000              28,024,000

   Other liabilities                                                    14,496,000              13,556,000               9,452,000
   Deferred income taxes, net                                            2,978,000               3,023,000                 701,000

   Commitments and contingencies

   STOCKHOLDERS' EQUITY
          Common stock, par value $.01; authorized, 20,000,000 shares;
           15,702,053, 15,655,053 and 10,416,150 shares issued
           and outstanding                                                 157,000                 157,000                 104,000
          Additional paid-in capital                                    34,832,000              34,705,000              34,285,000
          Retained earnings                                             51,735,000              49,978,000              39,930,000
                                                              --------------------    --------------------     -------------------
                       Total stockholders' equity                       86,724,000              84,840,000              74,319,000
                                                              --------------------    --------------------     -------------------

                       Total liabilities and stockholders'
                       equity                                 $        134,384,000    $        132,028,000     $       112,496,000
                                                              ====================    ====================     ===================
</TABLE>




See accompanying Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>


<TABLE>
<CAPTION>
                                             CACHE, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                             FOR THE THIRTEEN WEEKS ENDED
                                                    (UNAUDITED)
<S>                                                          <C>                       <C>
                                                                      April 2,                March 27,
                                                                        2005                    2004
                                                              --------------------     -------------------

   Net sales                                                  $         62,793,000     $        57,194,000

   Cost of sales, including occupancy and buying costs                  35,660,000              31,506,000
                                                              --------------------     -------------------

   Gross profit                                                         27,133,000              25,688,000
                                                              --------------------     -------------------

   Expenses
       Store operating expenses                                         20,593,000              16,889,000
       General and administrative expenses                               3,789,000               3,648,000
                                                              --------------------     -------------------
            Total  expenses
                                                                        24,382,000              20,537,000
                                                              --------------------     -------------------

   Operating income                                                      2,751,000               5,151,000

   Interest income                                                         157,000                  95,000
                                                              --------------------     -------------------

   Income before income taxes                                            2,908,000               5,246,000

   Income tax provision                                                  1,151,000               1,997,000
                                                              --------------------     -------------------


   Net income                                                 $          1,757,000     $         3,249,000
                                                              ====================     ===================


   Basic earnings per share                                                  $0.11                   $0.21
                                                                 =================       =================

   Diluted earnings per share                                                $0.11                   $0.20
                                                                 =================       =================



   Basic weighted average shares outstanding                            15,686,000              15,438,000
                                                                 =================       =================

   Diluted weighted average shares outstanding                          16,002,000              15,957,000
                                                                 =================       =================



See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>
                                             CACHE, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             FOR THE THIRTEEN WEEKS ENDED
                                                    (Unaudited)
<S>                                                         <C>                       <C>
                                                                                              March 27,
                                                                                                2004
                                                                       April 2,           As restated, see
                                                                         2005                  Note 10
                                                                 -----------------       -----------------
   CASH FLOWS FROM OPERATING ACTIVITIES:
   -------------------------------------
   Net income                                                 $          1,757,000     $         3,249,000
   Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation and amortization                                   2,238,000               1,740,000
         (Decrease) increase in deferred income taxes                     (94,000)                  20,000
         Reversal of future rent escalations                             (362,000)               (243,000)

   Change in assets and liabilities:
   ---------------------------------
   Decrease in receivables                                                 553,000                 749,000
   Increase in inventories                                             (2,097,000)             (3,100,000)
   Decrease in prepaid expenses and other current assets                   348,000                 239,000
   (Decrease) increase in accounts payable                                (98,000)               1,897,000
   Increase in income taxes payable                                        502,000               1,494,000
   Increase (decrease) in accrued liabilities
     and accrued compensation                                              554,000             (3,467,000)
                                                              --------------------     -------------------

   Net cash provided by operating activities                             3,301,000               2,578,000
                                                              --------------------     -------------------

   CASH FLOWS FROM INVESTING ACTIVITIES:
   -------------------------------------
   Maturities of marketable securities                                   5,117,000                 ---
   Purchases of marketable securities                                  (3,243,000)             (2,792,000)
   Purchases of equipment and leasehold improvements                   (3,486,000)             (3,172,000)
                                                              --------------------     -------------------

   Net cash used in investing activities                               (1,612,000)             (5,964,000)
                                                              --------------------     -------------------

   CASH FLOWS FROM FINANCING ACTIVITIES:
   -------------------------------------
   Proceeds from the issuance of common stock                              127,000               4,658,000
   Other, net                                                             (18,000)                  41,000
                                                              --------------------     -------------------

   Net cash provided by financing activities                               109,000               4,699,000
                                                              --------------------     -------------------

   Net increase in cash and equivalents                                  1,798,000               1,313,000
   Cash and equivalents, at beginning of period                         16,848,000              16,887,000
                                                              --------------------     -------------------
   Cash and equivalents, at end of period                      $        18,646,000     $        18,200,000
                                                              ====================     ===================

   Supplemental disclosure of cash flow information:

   Income taxes paid                                          $             56,000     $           197,000
   Income tax benefit from stock option exercises                           ---                  1,270,000
</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>


                                   CACHE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

References to the "Company,"  "we," "us," or "our" means Cache,  Inc.,  together
with its wholly-owned subsidiaries,  except as expressly indicated or unless the
context otherwise  requires.  We operate two chains of women's apparel specialty
stores of which 257 stores are  operated  under the trade  name  "Cache"  and 37
stores are operated under the trade name "Lillie Rubin", as of April 2, 2005.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with Rule 10-01 of Regulation S-X and do not include all
of the information  and footnotes  required by accounting  principles  generally
accepted in the United States.  However,  in the opinion of our management,  all
known  adjustments  necessary  for a fair  presentation  of the  results  of the
interim periods have been made. These  adjustments  consist  primarily of normal
recurring  accruals and estimates  that impact the carrying  value of assets and
liabilities. Actual results may materially differ from these estimates.

These condensed  consolidated financial statements should be read in conjunction
with the Company's audited consolidated  financial statements for the year ended
January 1, 2005,  which are included in the Company's Annual Report on Form 10-K
with respect to such period filed with the Securities  and Exchange  Commission.
All significant intercompany accounts and transactions have been eliminated. The
January 1, 2005  condensed  consolidated  balance sheet amounts are derived from
the Company's audited consolidated financial statements.

The  Company's  Fiscal Year ("Fiscal  Year" or "Fiscal")  refers to the 52 or 53
weeks, as applicable, ending the Saturday nearest to December 31. The year ended
December  31,  2005  ("Fiscal  2005") is a 52 week year as compared to the years
ended  January 1, 2005 ("Fiscal  2004") and December 27, 2003  ("Fiscal  2003"),
that are 53 and 52 week years, respectively.

The  Company's  significant  accounting  policies are described in Note 1 to the
consolidated financial statements included in the 2004 10-K.

2. COMMON STOCK SPLIT

On June 18, 2004, we completed a three-for-two stock split for holders of record
on May 21, 2004. All share amounts have been  retroactively  restated to reflect
the stock split.


3. STOCK BASED COMPENSATION

We periodically  grant stock options to our employees,  and we account for these
stock options in accordance with the provisions of Accounting  Principles  Board
Opinion No. 25,  "Accounting  for Stock Issued to Employees"  ("APB No. 25"). We
have also  adopted the  disclosure-only  provisions  of  Statement  of Financial
Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based  Compensation
--  Transition  and  Disclosure"  ("SFAS  No.  148").  In  accordance  with  the
provisions of SFAS No. 148 and APB No. 25, we have not  recognized  compensation
expense related to stock options.  If the options are granted to employees below
fair market value,  compensation expense is recognized. If we would have elected
to recognize  compensation  expense  based on the fair value of options at grant
date,  as  prescribed by SFAS No. 148, our net income and income per share would
have been reduced to the pro forma amounts indicated in the following table:


                                       6
<PAGE>


<TABLE>
<CAPTION>
<S>                                                           <C>                       <C>
                                                                          13 Weeks Ended
                                                              ----------------------------------------
                                                                April 2,                   March 27,
                                                                  2005                       2004
                                                              -------------              -------------
Net income:
  As reported                                                    $1,757,000                $3,249,000
  Deduct:  Total stock based employee
  compensation expense determined under fair
  value based method, net of taxes                                (143,000)                 (272,000)
Pro forma net income                                             $1,614,000                $2,977,000
Basic earnings per share:
  As reported                                                         $0.11                     $0.21
  Pro forma                                                            0.10                      0.19
Diluted earnings per share:
  As reported                                                         $0.11                     $0.21
  Pro forma                                                            0.10                      0.19
</TABLE>


There were no option grants in the thirteen week period ended April 2, 2005. For
the thirteen week period ended March 27, 2004,  stock options  totaling  105,000
were granted.


4. BASIC AND DILUTED EARNINGS

In accordance with SFAS No. 128, "Earnings Per Share",  basic earnings per share
has been computed based upon the weighted average of common shares  outstanding.
Diluted earnings per share gives effect to outstanding stock options.

Earnings per common share has been computed as follows:


<TABLE>
<CAPTION>
<S>                                                           <C>                    <C>
                                                                           13 Weeks Ended
                                                              -----------------------------------------

                                                                  April 2,                 March 27,
                                                                    2005                     2004
                                                              ----------------         ----------------
Net income                                                          $1,757,000               $3,249,000
Basic weighted number of average
   shares outstanding                                               15,686,000               15,438,000
Incremental shares from assumed issuances
   of stock options                                                    316,000                  519,000
Diluted weighted average number of  shares outstanding              16,002,000               15,957,000

Net income per share - Basic                                             $0.11                    $0.21
                     - Diluted                                           $0.11                    $0.20
</TABLE>


Options to purchase  1,596,000  common shares with exercise  prices ranging from
$1.73 to $15.17 per share were  outstanding  at April 2,  2005,  and  options to
purchase  1,775,000  common  shares with exercise  prices  ranging from $1.73 to
$15.17 per share were  outstanding  at March 27,  2004 and,  in each case,  were
included in the computation of diluted earnings per share for the fiscal quarter
ended April 2, 2005 and March 27, 2004, respectively.


                                       7
<PAGE>


5. RECENT ACCOUNTING PRONOUNCEMENTS


In December 2004, the FASB published SFAS No. 123R,  pursuant to which all forms
of share-based payments to employees, including employee stock options, would be
treated as compensation and recognized in the income statement. SFAS No. 123R is
effective  beginning  the first  quarter of Fiscal 2006.  The Company  currently
accounts  for stock  options  under APB No. 25. The  Company  is  continuing  to
evaluate the full impact of SFAS No. 123R for its adoptions in the first quarter
of Fiscal 2006.

In December 2004, the FASB published Statement of Financial Accounting Standards
No. 151, "Inventory Costs" ("SFAS No. 151"), an amendment of Accounting Research
Bulletin (ARB) No. 43, Chapter 4, which clarifies that abnormal  amounts of idle
facility  expense,  freight,  handling costs,  and wasted  materials  (spoilage)
should be  recognized  as  current-period  charges.  In  addition,  SFAS No. 151
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion be based on the normal  capacity of the  production  facilities.  The
Company has determined  that SFAS No. 151 will not have a material impact on its
condensed consolidated results of operations, financial position or cash flows.

FASB   Interpretation  No.  47,  Accounting  for  Conditional  Asset  Retirement
Obligations  ("FIN 47"), was issued in March 2005. This  interpretation  will be
effective for the Company in the fourth  quarter of 2005 and  clarifies  that an
entity is required to recognize a liability  for the fair value of a conditional
asset  retirement  obligation when incurred if the liability's fair value can be
reasonably estimated. The Company is currently in the process of determining the
impact.


6. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

<TABLE>
<CAPTION>
<S>                                                          <C>                  <C>                  <C>
                                                                  April 2,             January 1,             March 27,
                                                                    2005                  2005                  2004
                                                             ------------------    ------------------    ------------------


 Leasehold improvements                                     $        46,317,000   $        45,349,000   $        36,734,000
 Furniture, fixtures and equipment                                   46,875,000            45,049,000            37,917,000
                                                             ------------------    ------------------    ------------------
                                                                     93,192,000            90,398,000            74,651,000

 Less: accumulated depreciation
    and amortization                                                 44,905,000            43,280,000            39,344,000
                                                             ------------------    ------------------    ------------------

                                                            $        48,287,000   $        47,118,000   $        35,307,000
                                                             ==================    ==================    ==================



7. ACCRUED LIABILITIES

                                                                 April 2,             January 1,             March 27,
                                                                   2005                  2005                  2004
                                                             ------------------    ------------------    ------------------


 Operating expenses                                         $         2,530,000   $         3,315,000   $         2,647,000
 Taxes, other than income taxes                                       1,547,000             2,185,000             1,668,000
 Group insurance                                                        530,000               509,000               457,000
 Sales return reserve                                                   969,000               832,000               812,000
 Leasehold additions                                                    849,000               928,000             1,205,000
 Other customer deposits                                              3,739,000             3,858,000             3,033,000
                                                             ------------------    ------------------    ------------------

                                                            $        10,164,000   $        11,627,000   $         9,822,000
                                                             ==================    ==================    ==================
</TABLE>


                                       8
<PAGE>


8. BANK DEBT

During  November 2002, the Company  reached an agreement with its bank to extend
the maturity of the Amended  Revolving  Credit Facility until November 30, 2005.
Pursuant  to  the  newly  Amended  Revolving  Credit  Facility,  $17,500,000  is
available  until  expiration  at November  30,  2005.  The  amounts  outstanding
thereunder  bear  interest at a maximum per annum rate equal to the bank's prime
rate. The agreement contains selected  financial and other covenants.  Effective
upon the  occurrence of an Event of Default under the Amended  Revolving  Credit
Facility,  the Company  grants to the bank a security  interest in the Company's
inventory  and  certain  receivables.  The Company  has,  at all times,  been in
compliance with all loan covenants.

There have been no borrowings  against the line of credit during fiscal 2005 and
fiscal 2004.  There were  outstanding  letters of credit of $1.6  million,  $3.1
million and $1.3 million,  pursuant to the Amended Revolving Credit Facility, at
April 2, 2005, January 1, 2005 and March 27, 2004, respectively.


9. CONTINGENCIES

The Company is exposed to a number of asserted and unasserted  potential claims.
Management  does not believe it is reasonably  possible that resolution of these
matters  will result in a material  loss.  We have not  provided any third party
financial guarantees as of and for the thirteen weeks April 2, 2005.


10. RESTATEMENT OF BALANCE SHEET AND STATEMENT OF CASH FLOWS

Subsequent to the issuance of the condensed  consolidated  financial  statements
for the period ended March 27, 2004,  we  determined  that our lease  incentives
should have been classified within other  liabilities  rather than equipment and
leaseholds  on the  condensed  consolidated  balance  sheet and as an  investing
activity,  rather  than an  operating  activity  on the  condensed  consolidated
statement of cash flows.  In addition,  we  determined  that several  marketable
securities  were  misclassified  as cash and equivalents at March 27, 2004. As a
result, the condensed  consolidated balance sheet and the condensed consolidated
statement  of cash flows as of and for the  thirteen  weeks ended March 27, 2004
have been  restated to reflect the lease  incentives  within other  liabilities,
rather  than within  equipment  and  leaseholds  on the  condensed  consolidated
balance sheet and as an investing activity, rather than an operating activity on
the  condensed  consolidated  statement  of cash  flows,  as  well as  restating
marketable securities to reflect a reduction in investing activity. A summary of
the effect of the  restatement on the condensed  consolidated  balance sheet and
condensed  consolidated  cash flow provided by (used in) operating and investing
activities is as follows:

<TABLE>
<CAPTION>
<S>                                                                       <C>              <C>
                                                                          As Previously
                                                                            Reported        As Restated
                                                                            --------        -----------
For the thirteen weeks ended March 27, 2004:
   Cash flow provided by operating activities                                  $2,037,000      $2,578,000
   Cash flow provided by (used in) investing activities                        $2,962,000     ($5,964,000)

As of March 27, 2004:
   Cash and Cash equivalents                                                  $26,585,000     $18,200,000
   Marketable securities                                                      $14,153,000     $22,538,000
   Equipment and leasehold improvements                                       $26,984,000     $35,307,000
   Other liabilities                                                           $1,129,000      $9,452,000
</TABLE>


                                       9
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Except for the historical  information and current statements  contained in this
Form 10-Q,  certain matters discussed  herein,  including,  without  limitation,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" are forward looking statements that involve risks and uncertainties,
including,  without limitation, the effect of economic and market conditions and
competition,  the  ability to open new stores and expand into new  markets,  and
risks relating to foreign importing operations, which would cause actual results
to differ materially.


RESULTS OF OPERATIONS

The following  table sets forth our results of operations  for the thirteen week
periods ended April 2, 2005 and March 27, 2004, expressed as a percentage of net
sales.

<TABLE>
<CAPTION>
                                                                                   Thirteen Weeks Ended
                                                                         ------------------------------------------
                                                                             April 2,                 March 27,
                                                                               2005                     2004
                                                                         ----------------           ---------------
               <S>                                                       <C>                        <C>
                Sales                                                         100.0%                   100.0%
                Cost of sales                                                  56.8                     55.1
                Gross profit                                                   43.2                     44.9
                Store operating expenses                                       32.8                     29.5
                General and administrative expenses                             6.0                      6.4
                Operating income                                                4.4                      9.0
                Other income                                                    0.3                      0.2
                Income before income taxes                                      4.6                      9.2
                Income tax provision                                            1.8                      3.5
                Net income                                                      2.8                      5.7
</TABLE>


NET SALES

Net sales  increased to $62.8  million from $57.2  million,  an increase of $5.6
million or 9.8%, over the prior year period.  Comparable  store sales (sales for
stores open at least one year or more)  increased $0.7 million or 1%, during the
quarter.  Net sales from new stores and non-comparable  stores were $4.9 million
during the current quarter.

GROSS PROFIT

Gross profit increased to $27.1 million from $25.7 million,  an increase of $1.4
million or 5.4%,  over the prior year  period.  This  increase  was the combined
result of higher net sales and increased gross profit  margins.  As a percentage
of net sales,  gross profit  decreased to 43.2% from 44.9%.  This  decrease as a
percentage of net sales was primarily due to higher markdowns taken.

STORE OPERATING EXPENSES

Store  operating  expenses  increased to $20.6  million from $16.9  million,  an
increase of $3.7 million or 21.9%, over the prior year period.  This increase is
primarily  attributable  to the  increase  in the  number of stores  open.  As a
percentage of net sales,  store operating expenses increased to 32.8% from 29.5%
for the thirteen week period, primarily due to higher payroll,  depreciation and
advertising expenses.


                                       10
<PAGE>


GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased to $3.8 million from $3.6 million,
an increase of $141,000 or 3.9%, over the prior year period.  As a percentage of
net sales,  general and  administrative  expenses  decreased  to 6.0% from 6.4%,
primarily due to lower incentive bonus accruals, as compared to last year.

INCOME TAXES

Income taxes  decreased to $1.2  million from $2.0  million,  for the prior year
period.  The decrease was  primarily  attributable  to lower  taxable  income in
fiscal 2005.  The  estimated  effective tax rate for fiscal 2005 and fiscal 2004
were 39.5% and 39.0% respectively, including state and local income taxes.

INTEREST INCOME

Interest income increased to $157,000 from $95,000,  an increase of $62,000 over
the prior year period, primarily due to higher average cash balances, as well as
higher interest rates.

NET INCOME

As a result of the factors discussed above, net income decreased to $1.8 million
from $3.2 million for the prior year period.


LIQUIDITY AND CAPITAL RESOURCES

Our cash requirements are primarily for working capital, the construction of new
stores,  the  remodeling  of  existing  stores,  and to improve  and enhance our
information  technology systems. Due to the seasonality of our business, we have
historically  realized a  significant  portion of our cash flows from  operating
activities  during the second half of the fiscal year.  Most recently,  our cash
requirements  have been met primarily  through cash and cash equivalents on hand
during  the first  half of the year,  and  through  cash  flows  from  operating
activities during the second half of the year. We expect to continue to meet our
cash  requirements  primarily  through  cash  flows from  operating  activities,
existing cash and cash equivalents,  and short-term investments. In addition, we
have available a $17.5 million revolving credit facility (the "credit facility")
with Bank of America Retail Finance, and we have not had outstanding  borrowings
under the credit  facility for several  years.  At April 2, 2005, we had working
capital of $55.1 million, cash and cash equivalents of $18.6 million, short-term
investments of $24.0 million, and no third party debt outstanding.

The following table sets forth our cash flows for the period indicated:

<TABLE>
<CAPTION>
                                                                                    ------------------------------
                                                                                        Thirteen weeks ended
                                                                                    ------------------------------
<S>                                                                                 <C>              <C>
                                                                                      April 2,        March 27,
                                                                                        2005             2004
                                                                                    -------------    -------------
Net cash from operating activities..............................................       $3,301,000       $2,578,000
Net cash from investing activities..............................................      (1,612,000)      (5,964,000)
Net cash from financing activities..............................................          109,000        4,699,000
                                                                                    -------------    -------------

Net increase in cash and cash equivalents.......................................       $1,798,000       $1,313,000
                                                                                    =============    =============
</TABLE>


During the thirteen  weeks ended April 2, 2005,  we increased  our cash and cash
equivalents  by $1.8 million,  primarily due to net matured  investments of $1.9
million, net income of $1.8 million and depreciation of $2.2


                                       11
<PAGE>


million,   partially  offset  by  inventory  purchases  of  $2.1  million,   and
expenditures  for our new store  expansion and remodeling  program  totaled $3.5
million.

We plan to open  approximately  20 to 30 new stores during fiscal 2005. Five new
stores  were  opened  in March  2005 and two new  stores  opened  in  April.  We
anticipate  opening the  remaining  new stores  during the  balance of 2005.  We
renovated  three  existing  stores in the first  quarter.  We spent $3.5 million
through  April 2, 2005 and  expect to spend an  additional  $15  million  to $17
million  in  2005,  for both new  store  and  existing  store  construction  and
remodeling.

INFLATION

We do not  believe  that our  sales  revenue  or  operating  results  have  been
materially  impacted by inflation during the past three fiscal years.  There can
be no assurance,  however,  that our sales revenue or operating results will not
be impacted by inflation in the future.

OFF-BALANCE SHEET ARRANGEMENTS

We  do  not  have  any  off-balance  sheet  arrangements  or  transactions  with
unconsolidated,  limited purpose entities. In the normal course of our business,
we enter into operating leases for store locations and utilize letters of credit
principally for the  importation of merchandise.  We do not have any undisclosed
material transactions or commitments involving related persons or entities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our  accounting  policies  are  more  fully  described  in  Note 1 of  Notes  to
Consolidated  Financial Statements in our fiscal 2004 10-K. As disclosed in Note
1 of Notes to Consolidated  Financial  Statements,  the preparation of financial
statements in conformity with accounting  principles  generally  accepted in the
United States of America  ("GAAP")  requires  management  to make  estimates and
assumptions  about  future  events  that  affect  the  amounts  reported  in the
consolidated  financial  statements and accompanying  notes. Since future events
and their effects cannot be determined with absolute  certainty,  actual results
will differ from those estimates.  We evaluate our estimates and judgments on an
ongoing  basis  and  predicate  those  estimates  and  judgments  on  historical
experience and on various other factors that are believed to be reasonable under
the  circumstances.  Actual  results  will  differ  from these  under  different
assumptions or conditions.

Our  management  believes the  following  critical  accounting  policies,  among
others,  affect its more significant judgments and estimates used in preparation
of the Consolidated Financial Statements.

Inventories.  Our  inventories  are valued at lower of cost or market  using the
retail  inventory  method.  Under  the  retail  inventory  method  ("RIM"),  the
valuation of inventories at cost and the resulting  gross margins are calculated
by  applying  a  calculated  cost  to  retail  ratio  to  the  retail  value  of
inventories.  RIM is an averaging method that has been widely used in the retail
industry due to its practicality. Additionally, it is recognized that the use of
RIM will  result  in  valuing  inventories  at the  lower of cost or  market  if
markdowns are currently taken as a reduction of the retail value of inventories.
Inherent in the RIM calculation  are certain  significant  management  judgments
including,  among others,  merchandise  markon,  markups,  and markdowns,  which
significantly  impact  the  ending  inventory  valuation  at cost as well as the
resulting gross margins.  Management believes that our RIM provides an inventory
valuation which results in a carrying value at the lower of cost or market.

Marketable  Securities - Marketable securities at April 2, 2005, January 1, 2005
and March 27, 2004 primarily consist of short-term United States Treasury bills.
We classify its  short-term  investments as  held-to-maturity.  Held-to-maturity
securities are those  securities in which we have the ability and intent to hold
the securities until maturity.  Because our  held-to-maturity  securities mature
within  one  year  of the  purchase  date,  the  securities  are  classified  as
short-term marketable securities.  Held-to-maturity debt securities are recorded
at amortized cost,


                                       12
<PAGE>


adjusted for the  amortization  or  accretion of premiums or discounts  and such
carrying  values  approximate  fair value.  A decline in the market value of any
held-to-maturity  security  below cost that is deemed to be other than temporary
results in a reduction  in  carrying  amount to fair value.  The  impairment  is
charged  to  earnings  and a new cost  basis for the  security  is  established.
Premiums and  discounts  are  amortized or accreted over the life of the related
held-to-maturity  as an adjustment to yield using the effective interest method.
Interest income is recognized when earned.

Finite-lived  assets.  We  evaluate  the  fair  value  and  future  benefits  of
finite-lived  assets whenever events and changes in  circumstances  suggest.  We
perform an analysis of the anticipated undiscounted future net cash flows of the
related  finite-lived assets. If the carrying value of the related asset exceeds
the  undiscounted  cash flows,  the carrying value is reduced to its fair value.
Various factors including future sales growth and profit margins are included in
this analysis.  To the extent these future projections or our strategies change,
the conclusion regarding impairment may differ from the current estimates.

Revenue  recognition - Sales are recognized at the "point of sale," which occurs
when merchandise is sold in an "over-the-counter" transaction or upon receipt by
a customer.  Sales of merchandise  via our website are recognized at the time of
delivery  to the  customer.  Our  customers  can return  merchandise.  Sales are
reported  net of actual  and  estimated  returns.  We  maintain  a  reserve  for
potential  product returns and record,  as a reduction to sales, a provision for
estimated product returns, which is determined based on historical experience.

Amounts  billed to customers  for shipping and handling fees are included in net
sales at the time of  shipment.  Costs  incurred  for  shipping and handling are
included in cost of sales.

Income Taxes.  Temporary  differences arising from differing treatment of income
and expense items for tax and financial  reporting  purposes  result in deferred
tax assets  and  liabilities  that are  recorded  on the  balance  sheet.  These
balances,  as well as income tax expense,  are determined  through  management's
estimations,  interpretation  of tax  law  for  multiple  jurisdictions  and tax
planning.  If our actual results differ from estimated results due to changes in
tax laws,  new store  locations or tax planning,  the our effective tax rate and
tax balances could be affected.  As such these estimates may require  adjustment
in the future as additional facts become known or as circumstances change.

Seasonality.  We experience seasonal and quarterly fluctuations in net sales and
operating income. Quarterly results of operations may fluctuate significantly as
a result of a variety of factors,  including  the timing of new store  openings,
fashion trends and shifts in timing of certain holidays. Our business is subject
to seasonal influences, characterized by highest sales during the fourth quarter
(October,  November and  December)  and lowest  sales  during the third  quarter
(July, August and September).


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are  exposed  to the  following  types  of  market  risk-fluctuations  in the
purchase price of merchandise, as well as other goods and services: the value of
foreign  currencies  in  relation  to the U.S.  dollar;  and changes in interest
rates. Due to our inventory turn rate and its historical ability to pass through
the impact of any generalized changes in its cost of goods sold to its customers
through pricing adjustments,  commodity and other product risks are not expected
to be material. We purchase substantially all merchandise in U.S. dollars.

Our exposure to market risk for changes in interest rates relates to cash,  cash
equivalents  and  marketable  securities.  As of April 2, 2005,  our cash,  cash
equivalents and marketable  securities  consisted primarily of funds invested in
money market  accounts,  which bear interest at a variable rate,  U.S.  treasury
instruments  and tax  exempt  municipal  bonds  rated AA or  better,  which bear
interest  at a fixed  rate.  Due to the average  maturity  and the  conservative
nature of our investment portfolio, we believe a sudden change in interest rates
would not have a material  effect on the value of our investment  portfolio.  As
the  interest  rates on a material  portion of our cash,  cash  equivalents  and
marketable  securities  are variable,  a change in interest  rates earned on our
investment


                                       13
<PAGE>


portfolio  would impact  interest  income  along with cash flows,  but would not
materially impact the fair market value of the related underlying instruments.


ITEM 4. CONTROLS AND PROCEDURES

We  maintain   disclosure  controls  and  procedures  designed  to  ensure  that
information  required  to be  disclosed  by us in our  Exchange  Act  reports is
recorded,  processed,  summarized  and  reported on a timely basis and that such
information is accumulated and  communicated  to our  management,  including the
Chief  Executive  Officer  "CEO"  and the  Chief  Financial  Officer  "CFO",  as
appropriate,  to allow timely decisions regarding the required disclosure. As of
the end of the period  covered by this Form 10-Q,  an  evaluation  was performed
under the supervision and with the  participation  of our management,  including
the CEO and the CFO, of the  effectiveness  of the design and operation of these
disclosure  controls and procedures.  Based on that evaluation,  the CEO and the
CFO concluded that our disclosure controls and procedures were effective.

In  connection  with the  preparation  of the Annual  Report on Form 10-K, as of
January 1, 2005, an evaluation was performed  under the supervision and with the
participation  of the  Company's  management,  including the CEO and CFO, of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures (as defined in Rule 13a-15(e)  under the Exchange Act). In performing
this evaluation, we reviewed the our lease accounting and leasehold depreciation
practices  in light of the  February 7, 2005 letter  issued by the Office of the
Chief  Accountant  of the SEC to the  American  Institute  of  Certified  Public
Accountants.  As a result  of this  review,  we  concluded  that our  previously
established lease accounting and leasehold  improvement  depreciation  practices
were not  appropriate and determined that the our cash flows from operations and
cash  used in  investing  activities  over  the  last  several  years  had  been
understated.  There  was no impact on net  income,  as a result of the  changes.
Accordingly, we determined to restate certain of its previously issued financial
statements  to reflect the  correction  in the Company's  lease  accounting  and
leasehold  improvement  depreciation  practices.  Based on that evaluation,  the
Company's  CEO and CFO  concluded  that the  Company's  disclosure  controls and
procedures were not effective as of January 1, 2005. However, this was corrected
in the  first  quarter  of  2005  and  currently  our  disclosure  controls  and
procedures are effective.


                                       14
<PAGE>


PART II - OTHER INFORMATION


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 6. EXHIBITS

<TABLE>
<CAPTION>
(a) Exhibits.
            <S>      <C>
            11.1     Calculation of Basic and Diluted Earnings per Common Share.
            31.1     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            31.2     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            32.1     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


                                       15
<PAGE>


                                   Signatures



     Pursuant to the  requirement  of section 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                                           Dated:  May 10, 2005

                                           CACHE, INC.




                                           BY:      /S/ BRIAN WOOLF
                                                    --------------------
                                                    Brian Woolf
                                                    Chairman and Chief
                                                    Executive Officer
                                                    (Principal Executive
                                                    Officer)


                                           BY:      /S/ MARGARET FEENEY
                                                    --------------------
                                                    Margaret Feeney
                                                    Executive Vice President and
                                                    Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)


                                       16
<PAGE>



                                  EXHIBIT 11.1
           CALCULATION OF BASIC AND DILUTED EARNINGS PER COMMON SHARE

                      (In thousands except per share data)

<TABLE>
<CAPTION>
<S>                                                                         <C>                        <C>
                                                                                     THIRTEEN WEEKS ENDED
                                                                            ----------------------------------------
                                                                              April 2,                   March 27,
                                                                                2005                       2004
                                                                            --------------             -------------


         EARNINGS PER SHARE

         Net Income Applicable to Commo
         Stockholders                                                      $     1,757,000            $    3,249,000
                                                                            ==============             =============


         BASIC EARNINGS PER SHARE

         Weighted Average Number of Common
         Shares Outstanding                                                     15,686,000                15,438,000
                                                                            ==============             =============

         Basic Earnings Per Share                                                    $0.11                     $0.21
                                                                            ==============             =============



         DILUTED EARNINGS PER SHARE

         Weighted Average Number of
          Common Shares Outstanding                                             15,686,000                15,438,000

         Assuming Conversion of
          Outstanding Stock Options                                              1,596,000                 1,775,000

         Less Assumed Repurchase
          of Common Stock Pursuant
          to the Treasury Stock Method                                         (1,280,000)               (1,256,000)
                                                                            ==============             =============


         Weighted Average Number of
          Common Shares Outstanding                                             16,002,000                15,957,000
                                                                            ==============             =============



         Diluted Earnings Per Share                                                  $0.11                     $0.20
                                                                            ==============             =============
</TABLE>


                                       17
<PAGE>


                                  EXHIBIT 31.1
                                  CERTIFICATION

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  quarterly  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 quarterly report;

      3.  Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly 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
          quarterly 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-14 and 15d-14) for the  registrant
          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 quarterly  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  quarterly  report our
                    conclusions   about  the  effectiveness  of  the  disclosure
                    controls and  procedures as of the end of the period covered
                    by this quarterly report based on such evaluation; and

               d)   disclosed  in this  report any  changes in Cache's  internal
                    control  over  financial   reporting  that  occurred  during
                    Cache's first quarter that has  materially  affected,  or is
                    reasonably  likely to materially  affect,  the  registrant's
                    internal control over financial reporting;

      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 and material weaknesses in the
                    design or  operation  of internal  controls  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 controls over financial reporting.


                       May 10, 2005                 By:  /S/ BRIAN WOOLF
                                                         ------------------
                                                            Brian Woolf
                                                            Chairman and Chief
                                                            Executive Officer
                                                            (Principal Executive
                                                            Officer)


                                       18
<PAGE>



                                  EXHIBIT 31.2
                                  CERTIFICATION

I, Margaret Feeney, certify that:

      1.  I have  reviewed  this  quarterly  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  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 quarterly report;

      3.  Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly 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
          quarterly 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-14 and 15d-14) for the  registrant
          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 quarterly  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  quarterly  report our
                    conclusions   about  the  effectiveness  of  the  disclosure
                    controls and  procedures as of the end of the period covered
                    by this quarterly report based on such evaluation; and

               d)   disclosed  in this  report any  changes in Cache's  internal
                    control  over  financial   reporting  that  occurred  during
                    Cache's first quarter that has  materially  affected,  or is
                    reasonably  likely to materially  affect,  the  registrant's
                    internal control over financial reporting;

      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 and material weaknesses in the
                    design or  operation  of internal  controls  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 controls over financial reporting.


                    May 10, 2005          By:    /S/ MARGARET FEENEY
                                                 -------------------
                                                    Margaret  Feeney
                                                    Executive Vice President and
                                                    Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)


                                       19
<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
          April 2, 2005 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.




           May 10, 2005                   BY:  /S/ BRIAN WOOLF
                                               ---------------
                                                   Brian Woolf
                                                   Chairman and Chief
                                                   Executive Officer
                                                   (Principal Executive
                                                   Officer)





           May 10, 2005                   By:  /S/ MARGARET FEENEY
                                               -------------------
                                                  Margaret Feeney
                                                  Executive Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer)


                                       20