**EXHIBIT31.2**

 

CERTIFICATION

 

I, Margaret Feeney, certify that:

 

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

 

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

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this quarterly 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 othercertifying officer and I are responsible for establishing and maintainingdisclosure controls 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) designed such disclosure controls andprocedures, or caused such disclosure controls and   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 internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c)              evaluated theeffectiveness of Cache’s disclosure controls and procedures and presented inthis quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures as of the end of the period covered by this quarterlyreport based on such evaluation;

 

d)             disclosed in thisreport any changes in Cache’s internal control over financial reporting thatoccurred during Cache’s third quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.              Cache’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to Cache’s auditors and the audit committee of Cache’sBoard of Directors;

 

a)              all significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect Cache’s ability torecord, process, summarize and report financial information; and

 

b)             any fraud, whether ornot material, that involves management or other employees who have asignificant role in Cache’s internal controls over financial reporting.

 
| November 6,  2008 | By:    |  /s/ Margaret Feeney                                                                                  |
|------------------------|--------|------------------------------------------------------------------------------------------------------------|
|                   |   |        Margaret Feeney                                                                 |
|                   |   |        Executive Vice President and        Chief Financial Officer |
|                   |   |       (Principal Financial and                                                    |
|                   |   |       Accounting Officer)                                                         |

 

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