**EXHIBIT 31.2**

 

CERTIFICATION

 

I, Margaret Feeney, certify that:

 

1.               I have reviewed this quarterly report onForm 10-Q of Cache, Inc. (“Cache”);

 

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

 

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

 

4.               Cache’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

a)              designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to Cache, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this quarterly report isbeing prepared;

 

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 the effectiveness of Cache’sdisclosure controls and procedures and presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresas of the end of the period covered by this quarterly report based on suchevaluation;

 

d)             disclosed in this report any changes inCache’s internal control over financial reporting that occurred during Cache’sfirst quarter that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial 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 or not material, thatinvolves management or other employees who have a significant role in Cache’sinternal controls over financial reporting.

 
| May 7, 2009 |   | By:    | /s/ Margaret  Feeney                                  |
|------------------|--------|--------|-------------------------------------------------------|
|             |   |   | Margaret  Feeney                                      |
|             |   |   | Executive  Vice President and Chief Financial Officer |
|             |   |   | (Principal  Financial and Accounting Officer)         |

 

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