**EXHIBIT 31.2**

 

**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 are 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 control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f) for the registrantand have:

 

a.                                       designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to Cache, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b.                                      designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and preparation offinancial statements for external purposes in accordance with generallyaccepted accounting 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; and

 

d.                                      disclosed inthis report any change in Cache’s internal control over financial reportingthat occurred during Cache’s second quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting;

 

5.                                       Cache’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to Cache’s auditors and the auditcommittee of Cache’s Board of Directors;

 

a.                                       all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect Cache’s ability to record, process, summarize and report financialinformation; and

 

b.                                      any fraud,whether or not material, that involves management or other employees who have asignificant role in Cache’s internal control over financial reporting.

 

 
| August 6,  2009 | By:    |                                                  |
|----------------------|--------|-------------------------------------------------------|
|                 |   | Margaret  Feeney                                      |
|                 |   | Executive Vice President and Chief Financial  Officer |
|                 |   | (Principal Financial and Accounting Officer)          |

 

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