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 1, 2006
                                       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 of               (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 preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes |X| No |_|

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

Large Accelerated Filer          Accelerated Filer         Non-Accelerated Filer
[ ]                              [X]                       [ ]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

     As of April 30, 2006, 15,785,553 common shares were outstanding.
<PAGE>

                          CACHE, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>


 PART I. FINANCIAL INFORMATION
  <S>               <C>                                                                       <C>
   Item 1.           Financial Statements (unaudited)
                     Condensed Consolidated Balance Sheets as of April 1, 2006,
                     December 31, 2005 and April 2, 2005                                         3
                     Condensed Consolidated Statements of Income for the
                     thirteen weeks ended April 1, 2006 and April 2, 2005                        4
                     Condensed Consolidated Statements of Cash Flows for the thirteen
                     weeks ended April 1, 2006 and April 2, 2005                                 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                 14
   Item 4.           Controls and Procedures                                                    15


 PART II. OTHER INFORMATION

   Item 6.           Exhibits and Reports on Form 8-K                                           15

 SIGNATURES                                                                                     16

</TABLE>


                                       2

<PAGE>


ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)


                          CACHE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                          April 1,              December 31,             April 2,
   ASSETS                                                                  2006                    2005                    2005
                                                                           ----                    ----                    ----
<S>                                                          <C>                     <C>                      <C>
   Current assets:
           Cash and cash equivalents                          $         22,185,000    $         16,753,000     $        18,646,000
           Marketable securities                                        34,552,000              36,520,000              24,000,000
           Receivables, net                                              3,697,000               5,734,000               5,992,000
           Inventories                                                  34,427,000              32,785,000              34,393,000
           Deferred income taxes, net                                      705,000                 691,000                 616,000
           Prepaid expenses and other current assets                     1,032,000               4,777,000               1,600,000
                                                              ---------------------   ---------------------    --------------------
                       Total current assets                             96,598,000              97,260,000              85,247,000


   Equipment and leasehold improvements, net                            54,059,000              52,760,000              48,287,000
   Other assets                                                            886,000                 864,000                 850,000
                                                              ---------------------   ---------------------    --------------------

                       Total assets                           $        151,543,000    $        150,884,000     $       134,384,000
                                                              =====================   =====================    ====================

   LIABILITIES AND STOCKHOLDERS' EQUITY

   Current liabilities:
           Accounts payable                                   $         16,027,000    $         18,404,000     $        16,957,000
           Income taxes payable                                            872,000               ---                       502,000
           Accrued compensation                                          2,560,000               2,624,000               2,563,000
           Accrued liabilities                                          12,624,000              12,446,000              10,164,000
                                                              ---------------------   ---------------------    --------------------
                       Total current liabilities                        32,083,000              33,474,000              30,186,000

   Other liabilities                                                    16,171,000              16,309,000              14,496,000
   Deferred income taxes, net                                            2,042,000               2,105,000               2,978,000

   Commitments and contingencies

   STOCKHOLDERS' EQUITY
          Common stock, par value $.01; authorized, 20,000,000 shares;
           15,785,553, 15,770,553 and 15,702,053 shares issued
           and outstanding                                                 158,000                 158,000                 157,000
          Additional paid-in capital                                    35,978,000              35,455,000              34,832,000
          Retained earnings                                             65,111,000              63,383,000              51,735,000
                                                              ---------------------   ---------------------    --------------------
                       Total stockholders' equity
                                                                       101,247,000              98,996,000              86,724,000
                                                              ---------------------   ---------------------    --------------------

                       Total liabilities and stockholders'
                       equity                                 $        151,543,000    $        150,884,000     $       134,384,000
                                                              =====================   =====================    ====================

</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.

                                       3

<PAGE>


                          CACHE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                          FOR THE THIRTEEN WEEKS ENDED
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     April 1,                 April 2
                                                                       2006                    2005
                                                              ---------------------    --------------------
<S>                                                          <C>                      <C>
   Net sales                                                  $         63,821,000     $        62,793,000

   Cost of sales, including occupancy and buying costs                  34,639,000              35,660,000
                                                              ---------------------    --------------------

   Gross profit                                                         29,182,000              27,133,000
                                                              ---------------------    --------------------

   Expenses
       Store operating expenses                                         22,054,000              20,593,000
       General and administrative expenses                               4,824,000               3,789,000
                                                              ---------------------    --------------------
            Total expenses
                                                                        26,878,000              24,382,000
                                                              ---------------------    --------------------

   Operating income                                                      2,304,000               2,751,000

   Interest income                                                         529,000                 157,000
                                                              ---------------------    --------------------

   Income before income taxes                                            2,833,000               2,908,000

   Income tax provision                                                  1,105,000               1,151,000
                                                              ---------------------    --------------------


   Net income                                                 $          1,728,000       $       1,757,000
                                                              =====================      ==================


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

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



   Basic weighted average shares outstanding                            15,776,000              15,686,000
                                                              =====================      ==================

   Diluted weighted average shares outstanding                          16,236,000              16,002,000
                                                              =====================      ==================

</TABLE>


The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.

                                       4


<PAGE>


                          CACHE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE THIRTEEN WEEKS ENDED
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     April 1,                April 2,
                                                                       2006                    2005
                                                                 ------------------      ------------------
<S>                                                             <C>                     <C>
     CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                  $       1,728,000       $       1,757,000
     Adjustments to reconcile net income to net cash
         provided by operating activities:

           Depreciation and amortization                                 2,749,000               2,238,000
            Decrease in deferred income taxes                              (77,000)                (94,000)
            Amortization of deferred rent                                 (389,000)               (362,000)

            Non-cash compensation expense                                  330,000                    ----

     Change in assets and liabilities:
     Decrease in receivables                                             2,037,000                 553,000
     Increase in inventories                                            (1,642,000)             (2,097,000)
     Decrease in prepaid expenses and other current assets               3,745,000                 348,000
     Decrease  in accounts payable                                      (2,377,000)                (98,000)
     Increase in income taxes payable                                      872,000                 502,000
     Increase (decrease) in accrued liabilities
        and accrued compensation                                          (651,000)                554,000
                                                                 -----------------       -----------------
     Net cash provided by operating activities                           6,325,000               3,301,000
                                                                 -----------------       -----------------
     CASH FLOWS FROM INVESTING ACTIVITIES:

     Maturities of marketable securities                                25,634,000               5,117,000
     Purchases of marketable securities                                (23,666,000)             (3,243,000)
     Payments for equipment and leasehold improvements                  (3,032,000)             (3,486,000)
                                                                 -----------------       -----------------

     Net cash used in investing activities                              (1,064,000)             (1,612,000)
                                                                 -----------------       -----------------

     CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from the issuance of common stock                            193,000                 127,000
     Other, net                                                            (22,000)                (18,000)
                                                                 -----------------       -----------------

     Net cash provided by financing activities                             171,000                 109,000
                                                                 -----------------       -----------------

     Net increase in cash and equivalents                                5,432,000               1,798,000
     Cash and equivalents, at beginning of period                       16,753,000              16,848,000
                                                                 -----------------     --------------------
     Cash and equivalents, at end of period                      $      22,185,000     $        18,646,000
                                                                 =================     ====================
     Supplemental disclosure of cash flow information:
     Income taxes paid                                           $          60,000     $            56,000

     Change in accrued equipment and leasehold improvements      $       1,016,000     $           (79,000)

The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.

</TABLE>

                                       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 263 stores are  operated  under the trade  name  "Cache"  and 39
stores are operated under the trade name "Lillie Rubin", as of April 1, 2006.

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
December 31, 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 December 31, 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  30,  2006  ("Fiscal  2006") is a 52 week year as compared to the years
ended  December 31, 2005 ("Fiscal  2005") and January 1, 2005  ("Fiscal  2004"),
that are a 52 and 53 week years, respectively.

2.   STOCK BASED COMPENSATION

Effective  January 1, 2006,  the Company began  recording  compensation  expense
associated  with  stock  options  in  accordance  with  Statement  of  Financial
Accounting  Standards ("SFAS") No. 123R,  Share-Based Payment, as interpreted by
SEC Staff  Accounting  Bulletin  No.  107.  Prior to  January  1,  2006,  we had
accounted for stock options according to the provisions of Accounting Principles
Board ("APB")  Opinion No. 25,  Accounting  for Stock Issued to  Employees,  and
related  interpretations,  and  therefore  no related  compensation  expense was
recorded for awards  granted with no  intrinsic  value.  We adopted the modified
prospective   transition   method   provided  for  under  SFAS  No.  123R,  and,
consequently,  have not retroactively adjusted results from prior periods. Under
this  transition  method,   compensation  cost  associated  with  stock  options
recognized  in  the  first  quarter  of  Fiscal  2006  includes:   1)  quarterly
amortization  related to the  remaining  unvested  portion  of all stock  option
awards  granted  prior to January  1,  2006,  based on the grant date fair value
estimated in  accordance  with the original  provisions  of SFAS No. 123; and 2)
quarterly  amortization related to all stock option awards granted subsequent to
January 1, 2006,  when granted,  based on the grant-date fair value estimated in
accordance with the provisions of SFAS No. 123R.

The  Company's  2000 Stock Option Plan provides for the granting of either ISO's
or non-qualified options to purchase up to 825,000 shares of common stock. As of
April 1, 2006, there were 67,032 shares under the 2000 plan available for future
grant.  The Company's 2003 Stock Option Plan provides for the granting of either
ISO's or  non-qualified  options to  purchase up to  1,350,000  shares of common
stock.  As of April 1,  2006,  there  were  152,500  shares  under the 2003 plan
available for future grant.  All of the Company's  prior stock option plans have
expired as to the ability to grant new options.


                                       6

<PAGE>

Stock awards  outstanding  under the Company's current plans have generally been
granted at prices  which are equal to the market  value of our stock on the date
of grant,  generally  vest over four  years and  expire no later  than ten years
after the grant  date.  Effective  January 1, 2006,  we  recognize  compensation
expense ratably over the vesting  period,  net of estimated  forfeitures.  As of
April 1, 2006, there was $2.1 million of total  unrecognized  compensation  cost
related  to  non-vested  options,  which is  expected  to be  recognized  over a
remaining  weighted-average  vesting  period of 7.7 years.  The total  intrinsic
value of options  exercised  during the  thirteen  weeks ended April 1, 2006 was
approximately $81,000.

A summary of the changes in stock options  outstanding during the thirteen weeks
ended April 1, 2006:

<TABLE>
<CAPTION>

                                    Total Outstanding                      Currently Exercisable
                             ----------------------------------       -------------------------------
                               Number                                 Number
                                 of         Average     Average         of        Average     Average
                               Options      Price *     Life **       Options     Price *     Life **
                             ----------------------------------       -------------------------------
<S>                         <C>            <C>         <C>           <C>         <C>         <C>
December 31, 2005              1,481,500     $10.85      7.45         742,250      $10.85       8.80
Granted                              ---        ---       ---             ---         ---        ---
Canceled/forfeited                (9,000)     12.65      7.64             ---         ---        ---
Exercised                        (15,000)     12.65      7.64         (15,000)      12.65       7.64
                             -----------    -------     -------       -------     -------      ------
April 1, 2006                  1,457,500     $10.82      7.20         727,250      $10.82       8.72
                             ===========    =======     =======       =======     =======      ======
</TABLE>

 *  Weighted-average exercise price.
 ** Weighted-average contractual life remaining in years.


<TABLE>
<CAPTION>
                                                              FAIR
                                                              VALUE
                                      COMMON                    AT
                                       STOCK                  GRANT
                                      OPTIONS                  DATE
                                    -----------              ---------
<S>                                <C>                      <C>
Nonvested--December 31, 2005          739,250                  $10.92
Granted                                   ---                     ---
Vested                                    ---                     ---

Cancelled/forfeited                    (9,000)                 $12.65
                                    ---------                --------
Nonvested--April 1, 2006              730,250                  $10.92
                                    =========                ========
</TABLE>


Prior to the adoption of SFAS No. 123R, we presented all tax benefits  resulting
from the  exercise of stock  options as  operating  cash flows in the  Condensed
Consolidated  Statement of Cash Flows.  SFAS No. 123R  requires  that cash flows
resulting  from tax  deductions in excess of the  cumulative  compensation  cost
recognized  for options  exercised  ("excess tax  benefits")  be  classified  as
financing cash flows.  For the quarter ended April 1, 2006, there were no excess
tax benefits realized from the exercise of stock options.

During the quarter  ended April 1, 2006,  the Company  recognized  approximately
$330,000  in  share-based   compensation   expense.  No  compensation  cost  was
recognized prior to January 1, 2006. Had  compensation  cost for our share-based
compensation plans been determined  consistent with SFAS No. 123R, the Company's
net income and earnings per share would have been reduced to the  following  pro
forma amounts (in thousands, except per share data):


                                       7
<PAGE>

<TABLE>
<CAPTION>

                                                                      Thirteen Weeks
                                                                          Ended
                                                                       April 2, 2005
                                                                      --------------
<S>                                                                  <C>
Net earnings as reported:                                                $1,757,000
Add share-based employee compensation expense included
in reported net income, net of taxes                                            ---
Deduct employee compensation expense determined under a
fair value based method, net of related tax effects                        (252,000)
Pro forma net earnings                                                   $1,505,000

Basic earnings per share:
As reported                                                                   $0.11
Pro forma                                                                     $0.10

Diluted earnings per share:
As reported                                                                   $0.11
Pro forma                                                                     $0.09

</TABLE>

There were no options  granted  during the thirteen  week periods ended April 1,
2006 and April 2, 2005.

3.   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>

                                                                 April 1,                April 2,
                                                                    2006                    2005
                                                                -----------            ----------
<S>                                                            <C>                    <C>
Net income                                                       $1,728,000            $1,757,000
Basic weighted average number of
   shares outstanding                                            15,776,000            15,686,000
Incremental shares from assumed issuances
   of stock options                                                 460,000               316,000
Diluted weighted average number of shares outstanding            16,236,000            16,002,000

Net income per share - Basic                                          $0.11                 $0.11
                     - Diluted                                        $0.11                 $0.11

</TABLE>


Options to purchase  1,458,000  common shares with exercise  prices ranging from
$1.73 to $18.30 per share were  outstanding  at April 1,  2006,  and  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 in each case,  were
included in the computation of diluted earnings per share for the fiscal quarter
ended April 1, 2006 and April 2, 2005, respectively.

                                       8
<PAGE>
4.   RECENT ACCOUNTING PRONOUNCEMENTS

On October 6, 2005,  the FASB  issued FASB Staff  Position  ("FSP") No. FAS 13-1
"Accounting  for Rental Costs Incurred  during a Construction  Period." The FASB
has concluded that rental costs incurred during and after a construction  period
are for the right to control the use of a leased asset and must be recognized as
rental expense. Such costs were previously capitalized as construction costs, if
the company had a policy to do so. The FSP is effective  for  reporting  periods
beginning after December 15, 2005. The Company  expects that the  implementation
of FSP No. FAS 13-1 will decrease Net Income by  approximately  $500,000 for the
fiscal year ended December 30, 2006.

On November 3, 2005, FASB issued FSP Nos. FAS 115-1 and FAS 124-1,  "The Meaning
of Other-Than-Temporary  Impairment and Its Application to Certain Investments."
This FSP  addresses  the  determination  as to when an  investment is considered
impaired,  whether that impairment is other than  temporary,  and the timing and
measurement  of an  impairment  loss.  The  FSP is  required  to be  applied  to
reporting  periods  beginning  after  December  15,  2005 and was adopted by the
Company in the first quarter of fiscal 2006.  The impact of the adoption of this
FSP did not have a material impact on its consolidated financial statements.

5.   EQUIPMENT AND LEASEHOLD IMPROVEMENTS

<TABLE>
<CAPTION>
                                                                 April 1,             December 31,            April 2,
                                                                   2006                   2005                   2005
                                                             ------------------    ------------------    ------------------
<S>                                                         <C>                   <C>                   <C>
 Leasehold improvements                                      $      52,860,000     $      51,827,000     $      46,317,000
 Furniture, fixtures and equipment                                  53,136,000            51,715,000            46,875,000
                                                             ------------------    ------------------    ------------------
                                                                   105,996,000           103,542,000            93,192,000

 Less: accumulated depreciation
    and amortization                                              (51,937,000)          (50,782,000)          (44,905,000)
                                                             ------------------    ------------------    ------------------

                                                             $      54,059,000     $      52,760,000     $      48,287,000
                                                             ==================    ==================    ==================

6.   ACCRUED LIABILITIES

                                                                 April 1,            December 31,            April 2,
                                                                   2006                  2006                  2005
                                                             ------------------    ------------------    ------------------

 Operating expenses                                          $       2,507,000     $       2,894,000     $       2,530,000
 Other taxes                                                         1,933,000             2,540,000             1,547,000
 Group insurance                                                       624,000               598,000               530,000
 Sales return reserve                                                  902,000               803,000               969,000
 Leasehold additions                                                 2,191,000               859,000               849,000
 Other customer deposits and credits                                 4,467,000             4,752,000             3,739,000
                                                             ------------------    ------------------    ------------------
                                                             $      12,624,000     $      12,446,000     $      10,164,000
                                                             ==================    ==================    ==================
</TABLE>
                                       9
<PAGE>

7.   BANK DEBT

During  November 2005, the Company  reached an agreement with its bank to extend
the maturity of the Amended  Revolving  Credit Facility until November 30, 2008.
Pursuant  to  the  newly  Amended  Revolving  Credit  Facility,  $17,500,000  is
available until expiration at November 30, 2008. The amounts  outstanding  under
the  credit  facility  bear  interest  at a maximum  per annum rate equal to the
bank's prime rate,  currently 7.75% at April 30, 2006, less 0.25%. 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 2006 and
fiscal 2005.  There were  outstanding  letters of credit of $0.7  million,  $1.0
million and $1.6 million, pursuant to the Revolving Credit Facility, at April 1,
2006, December 31, 2005 and April 2, 2005, respectively.

8.   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 ending April 1, 2006.


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 could 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 1, 2006 and April 2, 2005,  expressed as a percentage of net
sales.

<TABLE>
<CAPTION>
                                                                                   Thirteen Weeks Ended
                                                                          ----------------------------------------
                                                                             April 1,                 April 2,
                                                                               2006                     2005
                                                                          ----------------         ---------------
                <S>                                                      <C>                      <C>
                Sales                                                         100.0%                   100.0%
                Cost of sales                                                  54.3                     56.8
                Gross profit                                                   45.7                     43.2
                Store operating expenses                                       34.6                     32.8
                General and administrative expenses                             7.6                      6.0
                Operating income                                                3.6                      4.4
                Other income                                                    0.8                      0.3
                Income before income taxes                                      4.4                      4.6
                Income tax provision                                            1.7                      1.8
                Net income                                                      2.7                      2.8

</TABLE>
                                       10
<PAGE>

We  use a  number  of  key  indicators  of  financial  condition  and  operating
performance to evaluate the  performance of our business,  some of which are set
forth in the following table:

<TABLE>
<CAPTION>
                                                         13 Weeks Ended
                                                --------------------------------
                                                  April 1,             April 2,
                                                    2006                 2005
                                                ------------     ---------------
<S>                                            <C>              <C>
Total store count at end of period                  302                  294
Net sales growth                                    1.6%                 9.8%
Comparable store sales growth                       1.0%                 1.0%
Net sales per average square foot                   $107                 $108
Total square footage (in thousands)                 616                  595
</TABLE>

NET SALES

Net sales  increased to $63.8  million from $62.8  million,  an increase of $1.0
million or 1.6%,  over the prior year 13 week  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
$0.3 million  during the current  quarter.  The increase in net sales in FY 2006
reflected a 5% increase in average dollars per transaction,  which was partially
offset by a 4% decrease in sales transactions.  Dress sales in March 2006 helped
to increase  sales above FY 2005 levels.  This trend  continued  into April,  as
Easter  shifted  into the  Company's  second  quarter  in FY 2006 from the first
quarter in FY 2005.

GROSS PROFIT

Gross profit increased to $29.2 million from $27.1 million,  an increase of $2.1
million or 7.7%,  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  increased to 45.7% from 43.2%.  This  increase as a
percentage of net sales was primarily due to higher initial markup,  as well was
lower markdowns during FY 2006 as compared to FY 2005. The Company expects gross
margins to improve  during the  remainder of Fiscal 2006 and beyond,  due to the
establishment of an internal production and sourcing department.

STORE OPERATING EXPENSES

Store  operating  expenses  increased to $22.1  million from $20.6  million,  an
increase of $1.5 million or 7.3%,  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 34.6% from 32.8%,
for the thirteen week period. This increase reflects the impact of newer stores,
which have not  achieved a mature sales volume level as compared to the existing
store base. The increase in store operating  expenses was principally due to the
higher payroll  ($258,000),  higher  depreciation  expense ($510,000) and higher
property  taxes  ($274,000) in FY 2006 as compared to FY 2005,  primarily due to
the increase in stores open.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased to $4.8 million from $3.8 million,
an  increase  of $1.0  million,  or 26.3%,  over the  prior  year  period.  As a
percentage of net sales,  general and administrative  expenses increased to 7.6%
from 6.0%,  primarily  due to higher travel  ($189,000)  and  professional  fees
($214,000),  as compared to last year,  as well as due to  compensation  expense
from stock options of $330,000 related to the adoption of FAS No. 123R.

INCOME TAXES

Income taxes  decreased to $1.1 million from $1.2 million in the prior year. The
estimated effective tax rate for fiscal 2006 and fiscal 2005 was 40.1% and 39.5%
respectively.  The FY 2006 effective income tax rate is higher than FY 2005, due
to a permanent difference associated with the nondeductible benefit of incentive
stock option expenses.

                                       11
<PAGE>

INTEREST INCOME

Interest  income  increased to $529,000 from  $157,000,  an increase of $372,000
over the prior period, primarily due to higher average cash balances, as well as
higher interest rates in FY 2006.

NET INCOME

As a result of the factors  discussed above,  net income  decreased  slightly to
$1.7 million from $1.8 million for the prior fiscal 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.  During the first quarter
of FY 2006, we generated  $6.3 million of cash flow from  operations as compared
to $3.3 million in FY 2005. 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 1, 2006, we had working  capital of $64.5
million, cash and marketable securities of $56.7 million and no third party debt
outstanding.

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

<TABLE>
<CAPTION>
                                                                                        ------------------------------
                                                                                            Thirteen weeks ended
                                                                                        ------------------------------
                                                                                          April 1,         April 2,
                                                                                            2006             2005
                                                                                        -------------    -------------
<S>                                                                                    <C>              <C>
Net cash from operating activities..................................................      $6,325,000       $3,301,000
Net cash from investing activities..................................................      (1,064,000)      (1,612,000)
Net cash from financing activities..................................................         171,000          109,000
                                                                                        -------------    -------------

Net increase in cash and cash equivalents...........................................      $5,432,000       $1,798,000
                                                                                        =============    =============
</TABLE>

During the thirteen  weeks ended April 1, 2006,  we increased  our cash and cash
equivalents  by $5.4 million,  primarily due to net matured  investments of $2.0
million, net income of $1.7 million (which includes depreciation expense of $2.7
million),  a reduction in prepaid  expenses of $3.7 million and  receivables  of
$2.0  million,  partially  offset by  inventory  purchases  of $1.6  million,  a
reduction in accounts payable of $2.4 million and expenditures for our new store
expansion and remodeling program totaling $3.0 million.

We plan to open  approximately  15 to 20 new stores during fiscal 2006.  Two new
stores  opened in March 2006 and two new stores  opened in April.  We anticipate
opening an additional 9 new stores during the balance of the second quarter.  We
renovated  six  existing  stores in the first  quarter.  We spent  $3.0  million
through  April 1, 2006 and  expect to spend an  additional  $12  million  to $13
million  in  2006,  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.

                                       12
<PAGE>

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 its 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 2005 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  predicates  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.  We take markdowns due to changes in fashion and style,
based on the following factors: (i) supply on hand, and (ii) our expectations as
to future sales.  We do not  anticipate any  significant  change in our markdown
strategy  that would  cause a change in our  earnings.  We believe  that our RIM
provides an inventory  valuation  which results in a carrying value at the lower
of cost or market.

Finite-long  lived  assets.  The Company's  judgment  regarding the existence of
impairment indicators is based on market and operational performance.  We assess
the impairment of long-lived assets,  primarily fixed assets, whenever events or
changes  in   circumstances   indicate  that  the  carrying  value  may  not  be
recoverable.  Factors we consider  important  which could  trigger an impairment
review include the following:

     o    significant changes in the manner of our use of assets or the strategy
          for our overall business;

     o    significant negative industry or economic trends;

     o    store closings;

     o    underperforming stores; or

     o    underperforming business trends.

     In the  evaluation  of  the  fair  value  and  future  benefits  of  finite
long-lived   assets,  we  perform  an  analysis  by  store  of  the  anticipated
undiscounted  future net cash flows of the related finite long-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  strategies  change,  the  conclusion   regarding

                                       13
<PAGE>

impairment  may differ from the current  estimates.  No impairment  charges were
incurred in fiscal 2003, 2004 and 2005, respectively.

Self Insurance. We are self-insured for losses and liabilities related primarily
to  employee  health  and  welfare  claims.  Losses are  accrued  based upon our
estimates of the aggregate liability for claims incurred using certain actuarial
assumptions  followed in the insurance industry and based on Company experience.
Adjustments to earnings  resulting  from changes in historical  loss trends have
been insignificant for fiscal 2003, 2004 and 2005. Further, we do not anticipate
any  significant  change in loss trends,  settlements  or other costs that would
cause a significant change in our earnings.

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 expected
time of  delivery  to the  customer.  Our  customers  have the  right to  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. Charges or credits to earnings resulting from revisions to estimates
on our sales return provision were approximately $66,000,  $20,000 and $(29,000)
for fiscal 2003,  2004 and 2005,  respectively.  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.  The Company accounts for income taxes in accordance with SFAS No.
109,  "Accounting  for Income  Taxes."  This  statement  requires the Company to
recognize  deferred  tax  liabilities  and  assets for the  expected  future tax
consequences  of events that have been  recognized  in the  Company's  financial
statements  or tax returns.  Under this method,  deferred  tax  liabilities  and
assets are determined  based on the difference  between the financial  statement
carrying amounts and tax bases of assets and  liabilities,  using applicable tax
rates  for the years in which the  differences  are  expected  to  reverse.  The
Company reserves for tax contingencies  when it is probable that a liability has
been incurred and the contingent amount is reasonably estimable.  These reserves
are  based  upon  the  Company's  best  estimation  of the  potential  exposures
associated  with the  timing  and amount of  deductions  as well as various  tax
filing positions.  Due to the complexity of these examination  issues,  $325,000
has been accrued to date.

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 1, 2006,  our cash,  cash
equivalents and marketable  securities  consisted primarily of funds invested in
money market accounts,  which bear interest at a variable rate and U.S. treasury
instruments,  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 portfolio would impact interest income along with
cash flows, but would not materially impact the fair market value of the related
underlying instruments.

                                       14
<PAGE>

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
December 31, 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 assessment, management reviewed the lack of resources in the accounting and
finance department.  As a result of this review,  management  concluded that the
lack of resources resulted in an ineffective review,  monitoring and analysis of
schedules,  reconciliations  and financial statement  disclosures,  resulting in
several adjustments to the current financial statements, which caused a material
weakness as of December 31, 2005.

We have  subsequently  implemented a more thorough  review process to ensure the
accuracy of  accounting  calculations  supporting  the amounts  reflected in our
financial  statements  and also to  ensure  that all  significant  accounts  are
properly  reconciled on a frequent and timely basis.  The remaining  remediation
steps will be completed during the second and third quarters.

There have not been any changes,  except for those noted above, in the Company's
internal  control  over  financial  reporting  (as such term is defined in Rules
13a-15(f) and 15d-15(f)  under the Exchange  Act),  during the fiscal quarter to
which this report  relates  that have  materially  affected,  or are  reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

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.


(b)  Reports on Form 8-K

1.   Form 8-K, filed February 8, 2006 - reporting  pursuant to Item 2.02 of such
     Form,  the  operating  results for the  fifty-two and thirteen week periods
     ended December 31, 2005.

                                       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, 2006

                                         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 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-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 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; 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  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, 2006                      By: /s/ Brian Woolf
                                                     ---------------------------
                                                     Brian Woolf
                                                     Chairman and Chief
                                                     Executive Officer
                                                     (Principal Executive
                                                     Officer)
                                       17
<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-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 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)   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;

          c)   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;

          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; 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  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, 2006                     By: /s/ Margaret Feeney
                                                    ---------------------------
                                                    Margaret Feeney
                                                    Executive Vice President and
                                                    Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)
                                       18
<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 1, 2006 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, 2006                         By: /s/ Brian Woolf
                                                   ---------------------------
                                                   Brian Woolf
                                                   Chairman and Chief
                                                   Executive Officer
                                                   (Principal Executive
                                                   Officer)


          May 10, 2006                         By:  /s/ Margaret Feeney
                                                   ---------------------------
                                                   Margaret Feeney
                                                   Executive Vice President and
                                                   Chief Financial Officer
                                                   (Principal Financial and
                                                   Accounting Officer)

                                       19