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 quarterly period ended September 27, 2003
                                     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 is Charter)

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

             1460 Broadway, New York, New York        10036
         ----------------------------------------   ----------
         (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 than 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 [ ]

As of December 31, 2002, the aggregate market value of the voting stock held by
non-affiliated of the registrant (based on the closing price in NASDAQ National
Market) was approximately $41.2 million.

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

                         YES [ ]          NO [X]

                   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                            9,981,150
  --------------------------                 -------------------------------
  Class of Stock Outstanding                 Outstanding at November 4, 2003

<page>


                           CACHE, INC. AND SUBSIDIARIES

                                      INDEX



                                                                      PAGE

CONSOLIDATED FINANCIAL STATEMENTS

BALANCE SHEETS,
     SEPTEMBER 27, 2003,  DECEMBER 28, 2002
     AND SEPTEMBER 28, 2002                                              3

INCOME STATEMENTS
    THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 2003
        AND SEPTEMBER 28, 2002                                           4
    THIRTEEN WEEKS ENDED SEPTEMBER 27, 2003
        AND SEPTEMBER  28, 2002                                          5

STATEMENTS OF CASH FLOWS
     THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 2003
        AND SEPTEMBER 28, 2002                                           6

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                  7-10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                          10-13

QUANTITATIVE AND QUALITATIVE DISCLOSURES
        ABOUT MARKET RISK                                               14

CONTROLS AND PROCEDURES                                                 14

OTHER INFORMATION:
     EXHIBIT INDEX AND REPORTS ON FORM 8-K                           15-17


     CERTIFICATIONS                                                  18-20













                                      2
<page>
<table>


                                          CACHE, INC. AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS
                                                  (Unaudited)

<caption>

 
                                                                    September 27,        December 28,       September 28,
  ASSETS                                                                     2003                2002                2002
                                                                        -------------       -------------       -------------
  Current Assets:                                                      <c>                 <c>                 <c>

          Cash and equivalents                                          $  28,130,000       $  10,287,000       $  17,184,000
          Marketable securities                                                 ---            14,392,000               ---
          Receivables, net                                                  3,716,000           2,677,000           2,857,000
          Notes receivable from related parties                                 ---               321,000             321,000
          Inventories, net                                                 27,250,000          22,065,000          24,653,000
          Prepaid income taxes and other tax assets                         3,974,000             271,000             593,000
          Prepaid expenses                                                    182,000           1,020,000             510,000
                                                                        -------------       -------------       -------------
                Total current assets                                       63,252,000          51,033,000          46,118,000


  Equipment and leasehold improvements, net                                23,099,000          18,553,000          18,630,000

  Other assets                                                                872,000             817,000             819,000
  Deferred income taxes, net                                                    ---               349,000             525,000
                                                                        -------------       -------------       -------------

                Total  assets                                           $  87,223,000       $  70,752,000       $  66,092,000
                                                                        =============       =============       =============


  LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities:
          Accounts payable                                              $  16,234,000       $  11,988,000       $  12,989,000
          Accrued compensation                                              2,250,000           3,629,000           1,707,000
          Accrued liabilities                                               7,908,000           8,762,000           9,050,000
                                                                        -------------       -------------       -------------
                Total current liabilities                                  26,392,000          24,379,000          23,746,000
                                                                        -------------       -------------       -------------


  Other liabilities                                                         1,077,000           1,081,000           1,076,000
  Deferred income taxes, net                                                   85,000               ---                 ---

  Commitments and contingencies


  STOCKHOLDERS' EQUITY

         Common stock, par value $.01; authorized, 20,000,000 shares;
           issued and outstanding 9,100,150 shares at December 28, 2002
           and September 28, 2002 and 9,949,650 shares
           at September 27, 2003                                               99,000              91,000              91,000
         Additional paid-in capital                                        28,182,000          19,609,000          19,609,000
         Retained earnings                                                 31,388,000          25,592,000          21,570,000
                                                                        -------------       -------------       -------------
                Total stockholders' equity                                 59,669,000          45,292,000          41,270,000
                                                                        -------------       -------------       -------------

                Total liabilities and stockholders' equity              $  87,223,000       $  70,752,000       $  66,092,000
                                                                        =============       =============       =============




<fn>
  The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets.
</fn>
</table>
                                                             3
<page>

<table>

                                                CACHE, INC. AND SUBSIDIARIES
                                               CONSOLIDATED INCOME STATEMENTS
                                              FOR THE THIRTY-NINE WEEKS ENDED
                                                          (Unaudited)
<caption>


                                                                        September 27,       September 28,
                                                                            2003                2002
 
                                                                    -------------       -------------
                                                                       <c>                 <c>
  Net sales                                                             $ 151,006,000       $ 140,926,000

  Cost of sales, including occupancy and buying costs                      86,092,000          82,660,000
                                                                        -------------       -------------

  Gross profit                                                             64,914,000          58,266,000
                                                                        -------------       -------------

  Expenses:
      Store operating expenses                                             45,817,000          41,469,000
      General and administrative expenses                                   9,913,000           9,245,000
                                                                        -------------       -------------
         Total expenses                                                    55,730,000          50,714,000
                                                                        -------------       -------------

  Operating income                                                          9,184,000           7,552,000

  Other income :
     Interest income, net                                                     192,000             195,000
     Other income, net                                                         14,000               ---
                                                                        -------------       -------------

  Income before income taxes                                                9,390,000           7,747,000

  Income tax provision                                                      3,594,000           2,828,000
                                                                        -------------       -------------


  Net income                                                            $   5,796,000       $   4,919,000
                                                                        =============       =============




  Basic earnings per share                                                      $0.62               $0.54
                                                                        =============       =============

  Diluted earnings per share                                                    $0.60               $0.51
                                                                        =============       =============




  Basic weighted average shares outstanding                                 9,348,000           9,100,000
                                                                        =============       =============

  Diluted weighted average shares outstanding                               9,633,000           9,623,000
                                                                        =============       =============





<fn>
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</fn>
</table>

                                                           4
<page>
<table>

                                             CACHE, INC. AND SUBSIDIARIES
                                            CONSOLIDATED INCOME STATEMENTS
                                             FOR THE THIRTEEN WEEKS ENDED
                                                      (Unaudited)
<caption>


                                                                        September 27,       September 28,
                                                                            2003                2002
 
                                                                    -------------       -------------
                                                                       <c>                 <c>
  Net sales                                                             $  47,164,000       $  41,989,000

  Cost of sales, including occupancy and buying costs                      27,065,000          25,202,000
                                                                        -------------       -------------

  Gross profit                                                             20,099,000          16,787,000
                                                                        -------------       -------------

  Expenses:
      Store operating expenses                                             15,452,000          14,043,000
      General and administrative expenses                                   3,711,000           2,650,000
                                                                        -------------       -------------
         Total expenses                                                    19,163,000          16,693,000
                                                                        -------------       -------------

  Operating income                                                            936,000              94,000

  Other income:
     Interest income, net                                                      48,000              68,000
     Other income, net                                                         14,000              ---
                                                                        -------------       -------------

  Income before income taxes                                                  998,000             162,000

  Income tax provision                                                        384,000              59,000
                                                                        -------------       -------------


  Net income                                                            $     614,000       $     103,000
                                                                        =============       =============




  Basic earnings per share                                                      $0.06               $0.01
                                                                        =============       =============

  Diluted earnings per share                                                    $0.06               $0.01
                                                                        =============       =============




  Basic weighted average shares outstanding                                 9,794,000           9,100,000
                                                                        =============       =============

  Diluted weighted average shares outstanding                              10,080,000           9,623,000
                                                                        =============       =============





<fn>
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</fn>
</table>
                                                           5
<page>

<table>

                                        CACHE, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       FOR THE THIRTY-NINE WEEKS ENDED
                                                 (Unaudited)
<caption>
                                                                              September 27,       September 28,
                                                                                  2003                2002
 
                                                                          -------------       -------------
  CASH FLOWS FROM OPERATING ACTIVITIES:                                      <c>                 <c>
  -------------------------------------

  Net income                                                                  $   5,796,000       $   4,919,000
  Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                                             4,046,000           3,556,000
        Tax benefit from stock options exercised                                  2,713,000                ---
        Reversal of future rent escalations                                         (22,000)            (95,000)

        Change in assets and liabilities:
        ---------------------------------
        (Increase) decrease in receivables                                       (1,039,000)          1,461,000
        Decrease in notes receivable from related parties                           321,000              50,000
        Increase in inventories                                                  (5,185,000)         (2,892,000)
        (Increase) decrease in prepaid income taxes and other tax assets         (3,269,000)             23,000
        Decrease in prepaid expenses                                                838,000             202,000
        Increase in accounts payable                                              4,246,000           1,900,000
        (Decrease) increase in accrued liabilities and accrued compensation      (2,348,000)            788,000
                                                                              -------------       -------------

  Net cash provided by operating activities                                       6,097,000           9,912,000
                                                                              -------------       -------------

  CASH FLOWS FROM INVESTING ACTIVITIES:
  -------------------------------------

  Maturities of marketable securities                                            14,392,000                ---
  Additions to equipment and leasehold improvements                              (8,459,000)         (4,880,000)
                                                                              -------------       -------------

  Net cash provided by (used in) investing activities                             5,933,000          (4,880,000)
                                                                              -------------       -------------

  CASH FLOWS FROM FINANCING ACTIVITIES:
  -------------------------------------

     Proceeds from the issuance of common stock                                   5,868,000              45,000
     Other, net                                                                     (55,000)              6,000
                                                                              -------------       -------------

  Net cash provided by financing activities                                       5,813,000              51,000
                                                                              -------------       -------------

  Net increase in cash and cash equivalents                                      17,843,000           5,083,000
  Cash and equivalents, at beginning of period                                   10,287,000          12,101,000
                                                                              -------------       -------------
  Cash and equivalents, at end of period                                      $  28,130,000       $  17,184,000
                                                                              =============       =============




<fn>
  The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</fn>
</table>

                                                       6
<page>


                                    CACHE, INC.
               CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

    In the opinion of the Company, the accompanying consolidated financial
    statements include all adjustments necessary, which are considered normal
    and recurring, to present fairly the financial position of the Company at
    September 27, 2003 (Fiscal 2003), September 28, 2002 (Fiscal 2002) and
    December 28, 2002 (Fiscal 2002), and the results of operations for the 39
    and 13 week periods ended September 27, 2003 and September 28, 2002 and
    consolidated statements of cash flows for the 39 weeks then ended.

    Certain financial information, which is normally included in financial
    statements prepared in accordance with accounting principles generally
    accepted in the United States of America, but which is not required for
    interim reporting purposes, has been condensed or omitted. The accompanying
    consolidated financial statements should be read in conjunction with the
    financial statements and notes thereto included in the Company's latest
    annual report on Form 10-K for the fiscal year ended December 28, 2002.

    Net income includes all sources of comprehensive income. There were no
    adjustments for foreign currency translation, unrealized gains (losses)
    on investments or deferred compensation expense incurred in fiscal 2002 or
    fiscal 2003 results.


2.  BASIC AND DILUTED EARNINGS

    Basic and diluted earnings per share has been computed based on the weighted
    average number of shares of common stock outstanding for the 39 and 13 week
    periods ended September 27, 2003 and September 28, 2002.

    The approximate number of shares used in the computations of diluted
    earnings per share were 9,633,000 and 9,623,000, respectively for the 39
    week period and 10,080,000 and 9,623,000 respectively, for the 13 week
    comparable period ended September 27, 2003 and September 28, 2002.

    The approximate number of shares used in the computations of basic earnings
    per share were 9,348,000 and 9,100,000, respectively for the 39 week
    comparable periods, and 9,794,000 and 9,100,000, respectively for the 13
    week comparable periods ended September 27, 2003 and September 28, 2002.

    The Company accounts for options granted under the 2000 Stock Option Plan
    and 1994 Stock Option Plan in accordance with APB Opinion No. 25,
    "Accounting for Stock Issued to Employees" under which no compensation cost
    has been recognized for stock option awards granted at fair market value.
    Had compensation expense for the Plan been determined based on the fair
    value at the grant dates for awards under the Plan, consistent with the
    method of SFAS No. 123, "Accounting for Stock-Based Compensation", as
    amended by SFAS No. 148, "Accounting for Stock-Based Compensation -
    Transition and Disclosure", the Company's net earnings, basic EPS and
    diluted EPS would have been reduced to the pro forma amounts listed below:







                                     7
<page>

                                 39 Weeks Ended              13 Weeks Ended
                            ------------------------     ---------------------
                             Sept. 27,     Sept. 28,     Sept. 27,   Sept. 28,
                               2003          2002          2003        2002
                            -----------  -----------    ----------  ----------

Net income  - as reported   $ 5,796,000  $ 4,919,000    $  614,000  $  103,000
            - pro-forma     $ 5,497,000  $ 4,437,000    $  514,000  $ ( 58,000)

Basic EPS  - as reported    $      0.62  $      0.54    $     0.06  $     0.01
           - pro-forma      $      0.59  $      0.49    $     0.05  $   ( 0.01)

Diluted EPS  - as reported  $      0.60  $      0.51    $     0.06  $     0.01
             - pro-forma    $      0.57  $      0.46    $     0.05  $   ( 0.01)



3.  RECENT ACCOUNTING PRONOUNCEMENTS

In April 2003, the FASB issued SFAS No. 149 , "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities."  This Statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under
FASB Statement No. 133, " Accounting for Derivative Instruments and Hedging
Activities." The provisions of this statement are effective for contracts
entered into or modified after June 30, 2003 and hedging relationships
designated after June 30, 2003. The provisions of the Statement related to
Statement 133 implementation issues that have been effective for fiscal quarters
that begin prior to June 15, 2003 should continue to be applied in accordance
with their respective effective dates. The adoption of SFAS No. 149 did not
have a significant effect on the Company's financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity."  This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. The Statement requires that an issuer classify a financial instrument
that is within its scope as a liability (or an asset in some circumstances).
Many of those instruments were previously classified as equity. The provisions
of this Statement are effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of SFAS No. 150 had no impact on
the Company's financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities." The FASB believes that if a business enterprise
has a controlling interest in a variable interest entity, the assets,
liabilities and results of the variable interest entity should be included in
the consolidated financial statements with those of the business enterprise.
The Interpretation applies immediately to enterprises that hold a variable
interest in variable interest entities created after January 31, 2003. It
applies in the first fiscal year or interim period beginning after June 15,
2003 to enterprises that hold a variable interest in variable interest entities
created before February 1, 2003. The adoption of FASB Interpretation No. 46
had no impact on the Company's financial statements.

EITF Issue No. 02-16 "Accounting by Customer (including a Reseller) for Certain
Consideration Received from a Vendor" is effective for fiscal periods beginning
after December 15, 2002. This release addresses how a reseller of a vendor's
products should account for cash consideration received from a vendor, and
provides that cash consideration received by a customer from a vendor is
presumed to be a reduction of the prices of the vendor's products or services,
and should, therefore be characterized as a reduction of cost of goods sold
when recognized in the customer's income statement. However, the presumption
is overcome when the consideration is either a payment for assets or services
delivered to the vendor, or a reimbursement of costs incurred by the customer
to sell the vendor's products.  The adoption of EITF 02-16 did not have a
significant effect on the Company's financial statements.

                                      8
<page>

4.  EQUIPMENT AND LEASEHOLD IMPROVEMENTS

                                      Sept. 27,      Dec. 28,     Sept. 28,
                                        2003           2002         2002
                                     -----------   -----------   -----------

Leasehold improvements               $25,210,000   $21,803,000   $22,939,000
Furniture, fixtures and equipment     34,365,000    29,463,000    28,816,000
                                     -----------   -----------   -----------
                                      59,575,000    51,266,000    51,755,000

Less: accumulated depreciation
   and amortization                   36,476,000    32,713,000    33,125,000
                                     -----------   -----------   -----------

                                     $23,099,000   $18,553,000   $18,630,000
                                     ===========   ===========   ===========


5.  ACCRUED LIABILITIES

                                      Sept. 27,      Dec. 28,      Sept. 28,
                                        2003           2002          2002
                                     -----------   -----------   -----------

Operating Expenses                   $ 2,273,000   $ 2,092,000   $ 2,368,000
Taxes, other than income taxes         1,566,000   $ 2,074,000     1,333,000
Group insurance                          646,000       841,000       836,000
Sales return reserve                     542,000       746,000       965,000
Leasehold additions                      432,000       299,000     1,431,000
Other customer deposits                2,449,000     2,710,000     2,117,000
                                     -----------   -----------   -----------
                                     $ 7,908,000   $ 8,762,000   $ 9,050,000
                                     ===========   ===========   ===========

6.  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, $15,000,000 is
available until expiration at November 30, 2005. The amounts outstanding
thereunder bear interest at a maximum per annum rate up 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 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 2002 and
2003. There were outstanding letters of credit of $1,984,000, $487,000 and
$1,214,000, pursuant to the Revolving Credit Facility at September 27, 2003,
December 28, 2002 and September 28, 2002, respectively.














                                       9
<page>

6.  INCOME TAXES

The estimated annual effective tax rates for fiscal 2003 and fiscal 2002 were
38.3% and 36.5%, respectively, including state and local income taxes.


7.  CONTINGENCIES

The Company is exposed to a number of asserted and unasserted potential claims.
In the opinion of management, the resolution of these matters is not expected
to have a material adverse effect upon our financial position and results of
operations.




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.




























                                     10
<page>



RESULTS OF OPERATIONS
---------------------

The following table sets forth our results of operations for the 39 and 13 week
periods ended September 27, 2003 and September 28, 2002, expressed as a
percentage of net sales.

                                       39  Weeks Ended       13  Weeks Ended
                                     --------------------   --------------------
                                     Sept. 27,  Sept. 28,   Sept. 27,  Sept. 28,
                                       2003       2002        2003       2002
                                     ---------  ---------   ---------  ---------
Sales                                  100.0%    100.0%      100.0%      100.0%
Cost of sales                           57.0%     58.7%       57.4%       60.0%
Gross profit                            43.0%     41.3%       42.6%       40.0%
Store operating expenses                30.3%     29.4%       32.8%       33.4%
General and administrative expenses      6.6%      6.6%        7.9%        6.3%
Operating income                         6.1%      5.4%        2.0%        0.2%
Other income                             0.1%      0.1%        0.1%        0.2%
Income before income taxes               6.2%      5.5%        2.1%        0.4%
Income tax provision                     2.4%      2.0%        0.8%        0.1%
Net income                               3.8%      3.5%        1.3%        0.2%



Net sales
---------

Net sales increased to $151.0 million from $140.9 million, an increase of $10.1
million, or 7.2%, over the same 39 week period last year. This reflects $3.6
million additional net sales as a result of a 3% increase in comparable store
sales. Net sales increased $6.5 million as a result of additional net sales
from non-comparable stores.

Net sales increased to $47.2 million from $42.0 million, an increase of $5.2
million, or 12.3%, over the same 13 week period last year. This increase
reflects $3.0 million of additional net sales as a result of a 7% increase in
comparable store sales. Net sales increased $2.1 million as a result of
additional net sales from non-comparable stores.


Gross profit
------------

Gross profit increased to $64.9 million from $58.3 million, an increase of $6.6
million, or 11.4%, over the same 39 week period last year. 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 43.0% from 41.3%. This
increase as a percentage of net sales was primarily due to higher initial
markups on inventory purchases.  We expect the improvement created by higher
initial markups to continue to benefit results in the remainder of fiscal 2003.

Gross profit increased to $20.1 million from $16.8 million, an increase of $3.3
million, or 19.7%, over the same 13 week period last year. This increase was
the combined result of higher net sales and increased gross margins. As a
percentage of net sales, gross profit, increased to 42.6% from 40.0%. The
improvement in gross profit for the 13 week period reflects the same positive
conditions as stated above for the 39 week period.







                                      11
<page>

Store operating expenses
------------------------

Store operating expenses increased to $45.8 million from $41.5 million, an
increase of $4.3 million or 10.5%, over the same 39 week period last year. This
increase was primarily attributable to the increase in the total number of
stores open, as well as an increase in marketing and advertising expenses, as
compared to last year.  As a percentage of net sales, store operating expenses
increased to 30.3% from 29.4%, primarily due to higher marketing and advertising
expenses and the increase in the number of new stores opened in the last year.

Store operating expenses increased to $15.4 million from $14.0 million, an
increase of $1.4 million, or 10.0%, over the same 13 week period last year. This
increase was attributable to the increase in total stores open, and was
partially offset by lower marketing and advertising expenses during the current
quarter. As a percentage of net sales, store operating expenses decreased to
32.8% from 33.4%, partially due to the reduction in advertising expense during
the current quarter.


General and administrative expenses
-----------------------------------

General and administrative expenses increased to $9.9 million from $9.2 million,
an increase of $668,000, or 7.2% over the same 39 week period last year,
primarily due to higher corporate-level payroll and employee-related costs. As
a percentage of net sales, general and administrative expenses remained
unchanged at 6.6%.

General and administrative expenses increased to $3.7 million from $2.7 million,
an increase of $1.1 million or 40.0%, as compared to the same 13 week period
last year.  As a percentage of net sales, general and administrative expenses
increased to 7.9% from 6.3%, primarily due to higher corporate-level payroll
and employee-related costs.


Other income
------------

Other income increased to $206,000 from $195,000 in the same 39 week period
last year, primarily attributable to higher average cash balances, partially
offset by lower interest rates.

Other income decreased to $62,000 from $68,000 in the same 13 week period last
year, due to a reduction in interest rates in 2003.

Income taxes
------------

Income taxes increased to $3.6 million from $2.8 million, an increase of
$766,000 or 27.1% over the same 39 week period last year. This increase was
primarily attributable to higher taxable income, as well as an increase in our
effective tax rate from 36.5% in fiscal 2002 to 38.3% in fiscal 2003. The
increase in our effective tax rate is primarily due to a change in the mix of
income subject to tax in the various states in which we do business.

Income taxes increased to $384,000 from $59,000, an increase of $325,000 over
the same 13 week period last year.


Net income
----------

As a result of the foregoing, net income increased to $5.8 million from $4.9
million, an increase of  $877,000 or 17.8% over the same 39 week period last
year. Net income increased to $614,000 from $103,000, an increase of $511,000
over the same 13 week period last year.

                                      12
<page>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Our cash requirements are primarily for the construction of new stores and
inventory purchases for these stores, as well as the remodeling of existing
stores. We have historically satisfied our cash requirements principally through
cash flow from operations. As of September 27, 2003, the Company had working
capital of $36.9 million, which included cash and marketable securities of
$28.1 million.

During the 39 weeks ended September 27, 2003, net cash provided by operations
was $6.1 million, generated by net income, depreciation of $4.0 million, the
income tax benefit from stock option exercises of $2.7 million and an increase
in accounts payable of $4.2 million offset in part by a decrease in accrued
expenses of $2.3 million, an increase in inventories of $5.2 million, an
increase in prepaid income taxes of $3.4 million and an increase in accounts
receivable of $1.0 million.

Cash provided by investing activities was $5.9 million for the 39 week period
ended September 27, 2003.  Matured investments generated $14.4 million of cash
flow. Funds used for equipment and leasehold improvements in new and remodeled
stores totaled $8.5 million. Our capital requirements depend primarily on the
number of new stores we open, the number of stores we remodel and the timing
of these expenditures. Projected capital expenditures for fiscal 2003 to fund
new store openings and remodeling will be approximately $11 million.

Based on our experience with new store openings, we estimate that the average
net investment to open new stores is approximately $175,000 to $225,000, which
includes new store opening expenses and initial inventory, net of landlord
contributions and payables.

We plan to open approximately 24 new stores during fiscal 2003. As of September
27, 2003, we have opened 13 new stores. We anticipate opening approximately 11
new stores during the fourth quarter of 2003. We have renovated 16 existing
stores through the end of the third quarter. After deducting construction
allowances paid to the Company by its landlords, we spent $8.5 million through
September 27, 2003 and expect to spend an additional two to three million
dollars in 2003, for both new store and existing store construction and
remodeling.

We believe that cash flows from operations, our current available cash and funds
available under our $15.0 million revolving credit facility, will be sufficient
to meet our working capital needs and contemplated new store expansion for at
least the next 12 months. If our cash flow from operations should decline
significantly or if we should accelerate our store expansion or remodeling
program, it may be necessary for us to seek additional sources of capital.


















                                         13
<page>

Seasonality
-----------

The Company experiences 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.  The Company's 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

The Company is 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 the Company's 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. The Company purchases
substantially all its merchandise in U.S. dollars.

The Company's exposure to market risk for changes in interest rates relates to
its cash, cash equivalents and marketable securities. As of September 27, 2003,
the Company's 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 the Company's 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.


ITEM 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed by the Company in its Exchange Act reports
is recorded, processed, summarized and reported on a timely basis and that
such information is accumulated and communicated to the Company's management,
including the Chief Executive Officer and the Acting Chief Financial Officer,
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 the Company's management,
including the Chief Executive Officer and the Acting Chief Financial Officer,
of the effectiveness of the design and operation of these disclosure controls
and procedures. Based on that evaluation, the Chief Executive Officer and the
Acting Chief Financial Officer, concluded that the Company's disclosure controls
and procedures were effective. There have been no changes in the internal
controls over financial reporting during the period ended September 27, 2003
that have been materially affected, or are reasonably likely to materially
affect, the Company's internal controls over financial reporting.









                                        14
<page>


                         PART II - OTHER INFORMATION


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

NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(c)    Exhibits.
            11.1 Calculation of Basic and Diluted Earnings per Common Share.

            99.1 Certification Pursuant to 18 U.S.C. Section 1350


(d)  Reports on Form 8-K

1.3  Form 8-K, filed October 21, 2003 - reporting pursuant to Item 5 of such
Form, the operating results for the thirty-nine and thirteen week periods ended
September 27, 2003.



































                                    15

<page>

                                Signatures
                                ----------


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.


                               CACHE, INC.
                              (Registrant)





               November 7, 2003            BY: /s/  Brian Woolf
                                           -------------------------------
                                                    Brian Woolf
                                                    Chairman and Chief
                                                    Executive Officer
                                                   (Principal Executive
                                                    Officer)





               November 7, 2003            BY: /s/  Thomas E. Reinckens
                                           -------------------------------
                                                    Thomas E. Reinckens
                                                    President and Chief
                                                    Operating Officer
                                                   (Principal Financial
                                                    and Accounting Officer)























                                     16
<page>
<page>
<table>
                                             EXHIBIT 11.1
                  CALCULATION OF BASIC AND DILUTED EARNINGS PER COMMON SHARE

<caption>



                                                      39  WEEKS ENDED                            13 WEEKS ENDED
                                                ----------------------------          ------------------------------
                                                  Sept.27,         Sept. 28,             Sept. 27,          Sept. 28,
                                                    2003            2002                   2003                2002
                                                -----------      -----------           -----------        -----------

                                            <c>              <c>                   <c>                <c>
EARNINGS PER SHARE

Net Income Applicable to
 Common Stockholders                            $ 5,796,000      $ 4,919,000           $   614,000        $   103,000
                                                ===========      ===========           ===========        ===========


BASIC  EARNINGS PER SHARE

Weighted Average Number of Common
Shares Outstanding                                9,348,000        9,100,000             9,794,000          9,100,000
                                                ===========      ===========           ===========        ===========


Basic Earnings Per Share                              $0.62            $0.54                 $0.06              $0.01
                                                ===========      ===========           ===========        ===========




DILUTED EARNINGS PER SHARE

Weighted Average Number of
   Common Shares Outstanding                      9,348,000        9,100,000             9,794,000          9,100,000

Assuming Conversion of
   Outstanding Stock Options                        590,000        1,140,000               590,000          1,140,000

Less Assumed Repurchase
   of Common Stock Pursuant
   to the Treasury Stock Method                    (305,000)        (617,000)             (304,000)          (617,000)
                                                -----------      -----------           -----------        -----------


Weighted Average Number of
   Common Shares Outstanding                      9,633,000        9,623,000            10,080,000          9,623,000
                                                ===========      ===========           ===========        ===========


Diluted Earnings Per Share                            $0.60            $0.51                 $0.06              $0.01
                                                ===========      ===========           ===========        ===========







</table>

                                                   17
<page>

                              EXHIBIT 99.1
                             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 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 report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this 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 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 Cache 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 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 report our conclusions about
                the effectiveness of the disclosure controls and procedures, as
                of the end of the period covered by this report based on such
                evaluation; and
            d)  Disclosed in this report any change in Cache's internal control
                over financial reporting that occurred during Cache's most
                recent fiscal quarter that has materially affected, or is
                reasonably likely to materially affect Cache'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 in the design or operation of
                internal control 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 control over financial reporting.


                    November 7, 2003       By:  /s/  Brian Woolf
                                           ----------------------------------
                                                     Brian Woolf
                                                     Chairman and Chief
                                                     Executive Officer
                                                    (Principal Executive
                                                     Officer)

                                     18
<page>


                               EXHIBIT 99.2
                              CERTIFICATION

I, Thomas E. Reinckens, certify that:

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

     2.  Based on my knowledge, this 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 report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this 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 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 Cache 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 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 report our conclusions about
                the effectiveness of the disclosure controls and procedures, as
                of the end of the period covered by this report based on such
                evaluation; and
            d)  Disclosed in this report any change in Cache's internal control
                over financial reporting that occurred during Cache's most
                recent fiscal quarter that has materially affected, or is
                reasonably likely to materially affect Cache'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 in the design or operation of
                internal control 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 control over financial reporting.


                    November 7, 2003       By:  /s/  Thomas E. Reinckens
                                           ----------------------------------
                                                     Thomas E. Reinckens
                                                     President and Chief
                                                     Operating Officer
                                                    (Principal Financial and
                                                     Accounting Officer)

                                    19
<page>
                                EXHIBIT 99.3
                          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 September 27, 2003 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.




         November 7, 2003                   BY: /s/ Brian Woolf
                                            --------------------------------
                                                    Brian Woolf
                                                    Chairman and Chief
                                                    Executive Officer
                                                   (Principal Executive
                                                    Officer)





         November 7, 2003                  BY: /s/ Thomas E. Reinckens
                                           ---------------------------------
                                                   Thomas E. Reinckens
                                                   President and Chief
                                                   Operating Officer
                                                  (Principal Financial
                                                   and Accounting
                                                   Officer)



















                                   20
<page>