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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)
[ X ]   AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
        FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
                      OR
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


                         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)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 575-3200
        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                           COMMON STOCK $.01 PAR VALUE
                         -------------------------------
                                (TITLE OF CLASS)
                                ----------------

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 the Securities Act. Yes |_| No |X|

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes |_| No |X|

     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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|

     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 |X|Non-Accelerated Filer |_|

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

     The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $218 million as of July 1, 2005, the last business
day of the registrant's most recently completed second fiscal quarter, based
upon the closing sale price of $17.02 of the registrant's Common Stock as
reported on the Nasdaq National Market on such date. Shares of Common Stock held
by each executive officer and director and by each person who owns 10% or more
of the outstanding Common Stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily conclusive for other purposes.


      As of April 30, 2005, 15,785,553 common shares were outstanding.


<PAGE>


ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     See also "Executive  Officers,  Directors and Key Employees"  under Part 1,
Item 1 of  Registrant's  report on Form 10-K for the fiscal year ended  December
31, 2005, previously filed with the Securities and Exchange Commission.

                           DIRECTORS OF THE REGISTRANT

     The Board of Directors of the Company  presently  consists of the following
five  members:  Messrs.  Andrew M. Saul,  Brian Woolf,  Gene G. Gage,  Morton J.
Schrader  and Arthur S.  Mintz,  each of whom is  expected  to be a nominee  for
re-election at the Company's next Annual Meeting of Shareholders.


                                                                        DIRECTOR
NAME                            AGE   PRINCIPAL OCCUPATION              SINCE

BRIAN WOOLF .................   57    CHAIRMAN OF THE BOARD AND         2000
                                        CHIEF EXECUTIVE OFFICER (1)
ANDREW M. SAUL ..............   59    PARTNER, SAUL PARTNERS (2)        1986

MORTON J. SCHRADER ..........   74    REAL ESTATE BROKER (3)            1989

ARTHUR S. MINTZ..............   60    PRESIDENT, BEES & JAM, INC. (4)   2002

GENE G. GAGE.................   58    FINANCIAL ADVISOR (5)             2004

-----------------------------------


     (1)  Mr.  Woolf has served as our Chief  Executive  Officer and Chairman of
          the Board since  October 2000.  From March 1999 to October  2000,  Mr.
          Woolf served as Vice President and General Merchandise Manager for The
          Limited.  From 1995 to March  1999,  Mr.  Woolf  served as Senior Vice
          President and General  Merchandise  Manager for Caldor.  Mr. Woolf has
          held various management  positions within the retail industry over the
          past 30 years.

     (2)  Mr. Saul has served as one of our directors  since 1986. Mr. Saul also
          served as our  Chairman  of the Board  from  February  1993 to October
          2000.  Mr.  Saul  is  a  partner  in  Saul  Partners,   an  investment
          partnership, a position he has held since 1986.

     (3)  Mr.  Schrader  has  served as one of our  directors  since  1989.  Mr.
          Schrader was the President of Abe Schrader  Corp., a  manufacturer  of
          women's apparel, from 1968 through March 1989. Since 1989, he has been
          active  as a real  estate  broker  and is a  principal  of PBS  Realty
          Advisors.

     (4)  Mr. Mintz has served as one of our directors since September 2002. Mr.
          Mintz has  served as the  President  of Bees & Jam,  Inc.,  an apparel
          manufacturer, since 1971.

     (5)  Mr. Gage has served as one of our directors  since September 2004. Mr.
          Gage is currently the President  and Chief  Executive  Officer of Gage
          Associates,  a firm which provides  financial planning and services to
          individuals and businesses.  He is a certified public  accountant,  as
          well  as a  certified  financial  planner.  He has  over 30  years  of
          financial experience.


2
<PAGE>


                COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

     During the fiscal year ended December 31, 2005 ("Fiscal  2005"),  the Board
of Directors held four meetings. Each then-current Director attended all of such
Board  meetings,  with the  exception  of the July 26, 2005  meeting,  which Mr.
Andrew Saul could not attend.  The Board of Directors has an Audit Committee,  a
Nominating  and  Governance  Committee,  as  well  as a  Compensation  and  Plan
Administration  Committee.  The  Audit  Committee,  established  in  July  1989,
currently consists of Messrs.  Arthur Mintz,  Morton Schrader and Gene Gage. The
Audit Committee held five meetings in Fiscal 2005. Each  then-current  member of
the Committee  attended all such Committee  meetings,  with the exception of the
May 3, 2005 meeting, which Mr. Schrader could not attend.

     Duties  of  the  Audit  Committee  include  meeting  with  the  independent
accountants and certain personnel of the Company to discuss the planned scope of
their examinations,  the adequacy of internal controls and financial  reporting;
reviewing the results of the annual examination of the financial  statements and
periodic  internal  audit  examinations;  reviewing the services and fees of the
Company's  independent  accountants;   authorizing  special  investigations  and
studies;  and performing any other duties or functions deemed appropriate by the
Board of  Directors.  The Board of Directors  has  determined  that Gene Gage is
qualified to serve as the Audit Committee's  financial expert and Chairman.  Mr.
Gage is  independent,  as such term is used in Item  7(d)(3)(iv) of Schedule 14A
under the Exchange Act.

     The  Board of  Directors  has  adopted  a  written  charter  for the  Audit
Committee.  The charter has not  changed  from the charter  filed  with our 2001
proxy statement.

     The Compensation and Plan Administration  Committee was established in July
1991 as the Plan  Administration  Committee to administer  the  Company's  stock
option  plans.   In  May  1993  it  was  renamed  the   Compensation   and  Plan
Administration  Committee  and delegated  additional  authority to determine the
remuneration  arrangements for the three most senior  executive  officers and to
review  and  approve  the  remuneration  arrangements  for the  Company's  other
executive officers.  It currently consists of Messrs. Andrew Saul, Arthur Mintz,
Morton  Schrader  and  Gene  Gage.  The  Compensation  and  Plan  Administration
Committee  met  three  times in Fiscal  2005.  Each  then-current  member of the
Committee attended all such Committee  meetings,  with the exception of the July
26, 2005 meeting, which Mr. Saul could not attend.

     The Board of  Directors  adopted a written  charter in August  2004 for the
Compensation and Plan Administration Committee.

     The Board of Directors  established the Nominating and Governance Committee
in September 2004. The Committee currently consists of Messrs. Andrew Saul, Gene
Gage, Arthur Mintz and Morton Schrader.  The Nominating and Governance Committee
is responsible for identifying, evaluating and recommending director nominees to
the Board of Directors.

     The Nominating and  Governance  Committee will consider  candidates for the
Board from any reasonable source,  including  stockholder  recommendations.  The
Nominating and Governance  Committee  does not evaluate  candidates  differently
based on who has made the proposal.  Stockholders who wish to suggest  qualified
candidates  should  write to  Victor  J.  Coster,  Corporate  Secretary,  at the
Company's  headquarters'  address. These recommendations should include detailed
biographical information concerning the nominee, his or her qualifications to be
member of the Board, and a description of any relationship the nominee has to be
a stockholder making the recommendation or to other stockholders of the Company.
A written  statement  from the  candidate  consenting to be named as a candidate
and, if nominated and elected, to serve as director,  subject to the candidate's
due  diligence  of  the  Company,  should  accompany  any  such  recommendation.
Stockholders  who wish to nominate a director for election at an annual  meeting
of


3
<PAGE>


stockholders  of the Company must comply with the  Company's  By-Laws  regarding
stockholder proposals and nominations.

     While  the  Nominating  and  Governance  Committee  does not  have  minimum
qualification  requirements  for candidates,  it does assess whether  candidates
have good business judgment,  high ethical standards,  substantial experience in
the  Company's  line of business or other  applicable  fields such as science or
technology,  and ability to prepare  for and attend  Board  meetings,  committee
meetings and stockholder meetings.  The Nominating and Governance Committee also
considers whether candidates are independent and possess leadership qualities.



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Based  solely  upon a review  of the  Forms  3, 4 and 5 and any  amendments
thereto furnished to the Company pursuant to Rule 16a-3(c) promulgated under the
Exchange  Act, the Company is not aware of any failure of any officer,  director
or beneficial owner of more than 10% of the Common Stock to timely file with the
Commission  any Form 3, 4 or 5 in respect of the  Company  during  fiscal  2005,
except for the following  instances:  Officer  Thomas  Reinckens  filed two late
Forms 4;  Officer  Margaret  Feeney  filed two late Forms 3; Officer Lisa Decker
filed one late Form 3; Officer  Clifford Gray filed one late Form 3 and one late
Form 4; Officer Joanne Marselle filed one late Form 3; Officer Donna James filed
one late Form 3;  Officer  Catherine  McNeal  filed one late Form 4; and Officer
Maria Comfort filed one late Form 4.



ITEM 11.      EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The following sets forth the  compensation  earned for the past three years
of the Chief  Executive  Officer  and the  Company's  other  three  most  highly
compensated executive officers, collectively, the "Named Executive Officers".


<TABLE>
<CAPTION>



                                      ANNUAL                           LONG-TERM
                                   COMPENSATION                        COMPENSATION
                                   ------------                        AWARDS
                                                                       ------
                                                                       SECURITIES    ALL OTHER
NAME AND                FISCAL                          OTHER ANNUAL   UNDERLYING   COMPENSATION
PRINCIPAL POSITION       YEAR     SALARY      BONUS     COMPENSATION    OPTIONS          (1)
------------------      ------    ------      -----     ------------    --------    ------------
<S>                      <C>    <C>          <C>         <C>             <C>          <C>

BRIAN WOOLF              2005   $629,808     $  ---      $    ---         ---         $ 15,607
CHIEF EXECUTIVE          2004    554,808        ---       2,396,860       52,500        14,986
OFFICER AND CHAIRMAN     2003    500,000      475,200     1,433,000      375,000        14,459
OF THE BOARD

THOMAS E. REINCKENS (2)  2005    479,231        ---           ---          ---          10,493
PRESIDENT, CHIEF         2004    436,539        ---       1,008,600       52,500        10,458
OPERATING OFFICER        2003    401,923      381,988       900,738      187,500        10,326

MARGARET FEENEY  (3)     2005    214,101       20,000          ---        20,000          ---
EXECUTIVE VICE PRESIDENT 2004    176,317       84,646        34,900        ---            ---
                         2003    176,346       28,923       104,640       45,000          ---

</TABLE>


-----------------------------------


4
<PAGE>


     (1)  These amounts  consist of insurance  premiums paid for life  insurance
          for  the  benefit  of  the  named  executive  officers  and  long-term
          disability insurance.

     (2)  Thomas E.  Reinckens  has  served  as  President  and Chief  Operating
          Officer  since  October  2000.  Mr.  Reinckens  joined our  company in
          February 1987 and has held various  positions  throughout  his tenure,
          most recently serving as Chief Financial Officer from November 1989 to
          October 2000 and  Executive  Vice  President  from  September  1995 to
          October 2000. Mr. Reinckens has over 20 years of retail experience.

     (3)  Margaret  Feeney has served as Executive Vice President of Finance and
          Chief  Financial  Officer  since May 2005.  Ms. Feeney was promoted to
          Vice  President  of Finance in July 2001.  Ms.  Feeney has served in a
          variety of financial  and  operational  positions  with us since 1992.
          Prior to  joining  us,  Ms.  Feeney  served as  Manager  of  Financial
          Analysis  and  Budgeting  for  Toys  "R" Us and in  various  financial
          positions at Brooks Fashion  Stores,  a junior  specialty  chain.  Ms.
          Feeney has over 20 years of retail experience.


               AGGREGATED FISCAL 2005 YEAR-END STOCK OPTION VALUES

<TABLE>
<CAPTION>

                                            Number of Securities      Value of Unexercised
                                            Underlying Unexercised    In-the-Money Stock Options
                                            Stock Options at Fiscal   at Fiscal Year-End (1)
                                            Year-End
                    --------------------------------  --------------------------
Name          Shares Acquired   Value     Exercisable  Unexercisable  Exercisable Unexercisable
               on Exercise     Realized
-----         ---------------  --------   -----------  -------------  ----------- -------------
<S>                    <C>      <C>           <C>            <C>      <C>           <C>
Brian Woolf             ---  $   ---          409,875        253,875  $ 4,210,674   $ 1,113,581
Thomas E. Reinckens    7,000 $   50,470       144,875        141,375  $   985,277   $   587,831
Margaret Feeney         ---  $   ---           25,750         43,000  $   164,183   $   218,730

</TABLE>


Amounts described in the preceding table under the heading "Value of Unexercised
In-the-Money Stock Options at Fiscal Year End" are determined by multiplying the
number of shares  underlying  the  options by the  difference  between  the last
reported  per share sale price of our common  stock on December 31, 2005 and the
per share  option  exercise  prices.  All share  amounts  have been  adjusted to
reflect the 3 for 2 stock split effective June 18, 2004.


                     STOCK OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information with respect to stock options granted
in fiscal 2005 to each of the named executive officers.


<TABLE>
<CAPTION>

                                                                                             POTENTIAL
                                                                                       REALIZABLE VALUE
                                         % OF TOTAL                                    AT ASSUMED ANNUAL
                         NUMBER OF         OPTIONS        EXERCISE                    RATES OF STOCK PRICE
                         SECURITIES      GRANTED TO       OR BASE                      APPRECIATION FOR
                         UNDERLYING     EMPLOYEES IN       PRICE     EXPIRATION         OPTION TERM (2)
NAME                     OPTIONS(1)      FISCAL YEAR     ($/SHARE)      DATE            5%           10%
-------------------     ----------      ------------     ---------   ----------      ----------   -----------

<S>                       <C>            <C>             <C>          <C>           <C>          <C>
Brian Woolf                 ---             ---
Thomas E.Reinckens          ---             ---
Margaret Feeney           20,000           14.3%        $   11.53      5/3/15       $    63,711  $   140,784

</TABLE>

<PAGE>

     (1)  These  options vest no later than May 3, 2009 but may vest sooner with
          respect  to up to 25% of the  shares  on each of  December  31,  2005,
          December 31, 2006,  December 31, 2007,  and December 31, 2008,  to the
          extent our  earnings  plan for these years is  achieved,  based on the
          following sliding scale:

<TABLE>
<CAPTION>

                                                                            PERCENTAGE OF ORIGINAL
                                                                             OPTIONS THAT BECOMES
                                                                                 EXERCISABLE

              PERCENTAGE OF EARNINGS PLAN ACHIEVED
              ------------------------------------                          ---------------------

               <S>                                                                   <C>
              Greater than or equal to 90% ............................              25%
              Greater than or equal to 75%, but less than 90%..........              20%
              Greater than or equal to 60%, but less than 75%..........              15%
              Less than 60%............................................               0%

</TABLE>

     (2)  These amounts represent  hypothetical gains that could be achieved for
          the options if exercised at the end of the option term. As required by
          SEC  rules,  these  gains are based on  assumed  rates of stock  price
          appreciation  of 5% and 10%  compounded  annually  from  the  date the
          options were granted until their expiration  dates.  These assumptions
          are not intended to forecast  future  appreciation of our stock price.
          The potential  realizable value computation does not take into account
          federal or state income tax  consequences of option exercises or sales
          of appreciated stock.

EMPLOYMENT AGREEMENTS AND CHANGE-OF-CONTROL PROVISIONS

     In February  2006, we entered into a new  employment  agreement  with Brian
Woolf,  our Chief  Executive  Officer  and  Chairman,  as well as an  employment
agreement with Thomas E. Reinckens,  our President and Chief Operating  Officer.
Under the agreement with Mr. Woolf,  which expires February 7, 2009, Mr. Woolf's
annual salary during 2006 will be $725,000 and he is eligible to receive  annual
incremental increases of $75,000 in each of the next two years contingent on the
Company's  profitability,  as defined in the contract.  Under the agreement with
Mr.  Reinckens,  which expires  February 7, 2009, Mr.  Reinckens'  annual salary
during 2006 will be $530,000  and he is eligible to receive  annual  incremental
increases of $40,000 in each of the next two years  contingent  on the Company's
profitability,  as defined in the contract. Messrs. Woolf and Reinckens are also
eligible to participate  in the Company's  bonus and stock option  programs.  In
addition,  Messrs.  Woolf and  Reinckens  are  entitled  to  participate  in our
long-term  disability coverage healthcare and other benefits packages.  Pursuant
to the terms of these new employment agreements,  if we terminate Mr. Woolf's or
Mr.  Reinckens'  employment  prior to February 7, 2009 for any reason other than
for certain  circumstances  described in the agreements then until Messrs. Woolf
or  Reinckens  accepts  other  employment  we are  required  to  continue to pay
him/them the full balance of his/their contract, mitigated by future employment.
In the event that Mr. Woolf or Mr.  Reinckens is terminated in connection with a
change in  control  of Cache,  as defined in the  contract,  he is  entitled  to
receive an amount equal to 24 months of his salary then in effect.  The contract
contains a covenant of Messrs.  Woolf and Reinckens not to solicit  employees of
Cache for two years and a covenant  not to  compete  with Cache for a minimum of
one year.

     All of the options  granted under the Company's  2000 and 1994 Stock Option
Plans  contain a  provision  under  which the  option  will  become  immediately
exercisable (the  "Accelerated  Exercise") with respect to all shares subject to
it as follows:  (i) except as provided in clause (iii) below,  immediately after
the first date on which  less than 25% of the  outstanding  Common  Stock in the
aggregate is  beneficially  owned (as defined in Rule 13d-3 under the Securities
and Exchange Act of 1934) by Andrew M. Saul and Joseph E. Saul, members of their
immediate  families and one or more trusts  established  for the benefit of such
individuals  or  members,  (ii)  immediately  prior to the  sale of the  Company
substantially as an entirety (whether by sale of stock, sale of assets,  merger,
consolidation or otherwise),  (iii)  immediately  prior to the expiration of any
tender offer or exchange offer for shares of Common Stock of the Company, where:
(x) all

<PAGE>


holders of Common  Stock are  entitled  to  participate,  and (y) the Sauls have
agreed (or have  announced  their intent) to sell such number of their shares of
Common  Stock as will result in the Sauls  beneficially  owning less than 25% of
the outstanding  shares of Common Stock in the aggregate,  and (iv) immediately,
if 20% or  more  of the  directors  elected  by  shareholders  to the  Board  of
Directors  are persons who were not  nominated by  management in the most recent
proxy  statement  of the  Company.  The Company is required to give  appropriate
notice  so as  to  permit  an  optionee  to  take  advantage  of  the  foregoing
provisions.

COMPENSATION OF DIRECTORS

     We compensate one of our non-employee directors for their services to us by
participation in our group medical  insurance  program at an approximate cost to
us of $11,500 per  individual  per year.  He currently  does not receive cash or
equity-based  compensation.  The other three  non-employee  directors  receive a
director's fee equal to $20,000 per year.

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

     Our Articles of  Incorporation  require us, to the extent permitted by law,
to  indemnify  our  directors  and  officers  against any  personal  liabilities
incurred as a result of their positions as directors or officers of our company.

     We maintain directors' and officers'  insurance  providing  indemnification
for our directors,  officers and management employees for liabilities arising as
a result of their services to us.

     The  indemnification   provision  in  our  articles  of  incorporation  may
discourage stockholders from bringing a lawsuit against our directors for breach
of their  fiduciary  duty.  They may also reduce the  likelihood  of  derivative
litigation  against our directors and officers,  even though such an action,  if
successful,  might otherwise  benefit us and our  stockholders.  Furthermore,  a
stockholder's investment may be adversely affected to the extent we pay the cost
of settlement  and damage awards against any of our directors and officers under
indemnification provisions. We believe that these indemnification provisions are
necessary to attract and retain qualified directors and officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Our Compensation and Plan  Administration  Committee  presently consists of
Andrew Saul,  Arthur  Mintz,  Morton  Schrader  and Gene Gage.  No member of our
Compensation  and Plan  Administration  Committee  has been an employee of ours.
None of our executive  officers  serves as a member of the board of directors or
compensation  committee  of any  other  entity  that  has one or more  executive
officers  serving  as a member of our  board of  directors  of our  compensation
committee.

CODE OF ETHICS

     The  Company  has  adopted  a Code of  Ethics  that  applies  to all of the
Company's directors,  officers and employees. The Code of Ethics is available on
our website at  www.cache.com.  We will  disclose any  amendment  to, other than
technical,  administrative or non-substantive  amendments, or waiver of its code
of ethics  granted  to a  director  or  executive  officer  by filing a Form 8-K
disclosing the amendment or waiver within four business days.




7
<PAGE>


ITEM 12.      PRINCIPAL SHAREHOLDERS  AND SHARE OWNERSHIP BY  CERTAIN BENEFICIAL
OWNERS AND BY MANAGEMENT


     The following  table sets forth certain  information  as to the  beneficial
ownership of the  Company's  equity  securities as of April 30, 2006 by (i) each
director or nominee of the Company,  (ii) each Named  Executive  Officer,  (iii)
each person who is known to the Company to be the beneficial  owner of more than
5% of the Common  Stock,  and (iv) all  executive  officers  and  directors as a
group.  Unless  otherwise  indicated,  the beneficial  ownership for each person
consists of the sole voting and sole investment power with respect to all shares
beneficially  owned by him.  For  purposes of this  table,  a person or group of
persons  is deemed to have  "beneficial  ownership"  of any shares as of a given
date which such person has the right to acquire  within 60 days after such date.
For purposes of computing  the  percentage  of  outstanding  shares held by each
person or group of persons named above on a given date,  any security which such
person or  persons  has the right to  acquire  within 60 days after such date is
deemed to be outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person.


                                                                Percentage of
                                       Number of shares       Outstanding shares
Person and Address                     of Common Stock          of Common Stock
------------------                     ---------------          ---------------

Andrew M. Saul                             2,959,692                 18.8%
   9 West 57th Street
   New York, NY  10019 (1)

Joseph E. Saul                             2,959,692                 18.8%
   9 West 57th Street
   New York, NY  10019 (2)

Norma G. Saul                              2,959,692                 18.8%
   9 West 57th Street
   New York, NY  10019 (3)

Royce & Associates, LLC                    1,339,650                  8.5%
   1414 Avenue of the Americas
   New York, NY 10019 (7)

Buckingham Capital Manangement Inc.        1,054,609                  6.7%
   750 Third Avenue, 6th Floor
   New York, NY 10017 (7)

Springhouse Capital, LP                    1,037,330                  6.6%
   520 Madison Avenue, 35th Floor
   New York, NY 10022 (7)

Vardon Capital, LLC                          845,040                  5.4%
   120 West 45th Street, 17th Floor
   New York, NY 10036 (7)

Palo Alto Investors                          803,900                  5.1%
   470 University Avenue
   Palo Alto, CA 94301 (7)


8
<PAGE>


                                                                Percentage of
                                       Number of shares       Outstanding shares
Person and Address                     of Common Stock          of Common Stock
------------------                     ---------------          ---------------

Brian Woolf                                  490,875                  3.0%
   Cache Inc.
   1440 Broadway
   New York, NY 10018 (4)

Thomas E. Reinckens                          202,453                  1.2%
   Cache Inc.
   1440 Broadway
   New York, NY 10018 (5)

Morton J. Schrader                            19,500                    *
   230 Park Avenue, 18th Floor
   New York, NY 10166

Arthur S. Mintz                                 None                   N/A
   70 West 36th  Street
   New York, NY 10018

Gene G. Gage                                    None                   N/A
   Cache Inc.
   1440 Broadway
   New York, NY 10018

Margaret Feeney                               25,750                    *
   Cache Inc.
   1440 Broadway
   New York, NY  10018 (6)

All Current Executive                      3,698,270                 22.6%
Officers and Directors as a
Group (seven persons)

-------------------------------


 * Less than 1% of the outstanding shares of common stock.


(1)  Represents  (a) 825,630  shares held  directly by Andrew Saul,  (b) 874,962
shares  beneficially  owned by Joseph Saul, Andrew Saul's father,  (c) 1,251,600
shares held by Norma Saul,  Andrew Saul's  mother,  and (d) 7,500 shares held by
the Andrew Saul  Foundation,  of which  Andrew  Saul is a  director.  All of the
foregoing  shares are subject to an oral  agreement,  subject in the case of the
trusts to any  fiduciary  duties of the  trustees,  to vote and  dispose  of the
shares jointly. The holders of the foregoing shares have filed with the SEC as a
"group" within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934.
Each of these holders  disclaims  beneficial  ownership of all shares other than
those held in his, her or its name.

(2)  Represents  (a) 852,462  shares held directly by Joseph Saul, (b) 1,251,600
shares held by Norma Saul,  Joseph Saul's wife, (c) 833,130 shares  beneficially
owned by Andrew Saul, Joseph Saul's son and (d) 22,500 shares held by the Joseph
E. and Norma G. Saul Foundation,  of which Joseph Saul is a director. All of the
foregoing  shares are subject to an oral  agreement,  subject in the case of the
trusts to any  fiduciary  duties of the  trustees,  to vote and dispose of these
shares jointly. The holders of the foregoing shares have filed with the SEC as a
"group" within the meaning of Rule 13d-3 of


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<PAGE>


the Securities Exchange act of 1934. Each of these holders disclaims  beneficial
ownership of all shares other than those held in his, her or its name.

(3)  Represents  (a) 1,251,600  shares held directly by Norma Saul,  (b) 852,462
shares  beneficially  owned by Joseph Saul,  Norma Saul's  husband,  (c) 833,130
shares held by Andrew Saul,  Norma Saul's son and (d) 22,500  shares held by the
Joseph E. and Norma G. Saul Foundation,  of which Norma Saul is a director.  All
of the foregoing shares are subject to an oral agreement, subject in the case of
the trusts to any fiduciary duties of the trustees, to vote and dispose of these
shares jointly. The holders of the foregoing shares have filed with the SEC as a
"group" within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934.
Each of these holders  disclaims  beneficial  ownership of all shares other than
those held in his, her or its name.

(4) Includes options to acquire 409,875 shares of our common stock.

(5) Includes options to acquire 144,875 shares of our common stock.

(6) Includes options to acquire 25,750 shares of our common stock.

(7)  Information is based solely on the most recent Form 13G filed by the holder
with the SEC.




ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

See Also "Executive  Compensation--Compensation Committee Interlocks and Insider
Participation."

     As of April  30,  2006,  the  Sauls  beneficially  owned  in the  aggregate
2,959,692  shares  of  the  Company's  outstanding  Common  Stock,  representing
approximately  18.8% of the Company's  outstanding  Common Stock. See "Principal
Shareholders and Share Ownership by Management."

See also  "Market for the  Registrant's  Common  Stock and  Related  Stockholder
Matters"  under  Part II,  Item 5 of  Registrant's  report  on Form 10-K for the
fiscal year ended  December 31, 2005,  previously  filed with the Securities and
Exchange Commission.





















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<PAGE>


ITEM 14.      PRINCIPAL ACCOUNTING FIRM FEES


The following  table sets forth the aggregate fees billed to the Company for the
fiscal years ended  January 1, 2005 (Fiscal  2004) and December 31, 2005 (Fiscal
2005) by KPMG LLP and Deloitte & Touche LLP. Deloitte & Touche LLP replaced KPMG
LLP during the first quarter of Fiscal 2005.


              ------------------ ------------------ -----------------
                    FEES            FISCAL 2004        FISCAL 2005
                                       AMOUNT             AMOUNT
              ------------------ ------------------ -----------------
              AUDIT FEES         $322,707           $320,000
              ------------------ ------------------ -----------------
              AUDIT-RELATED
              FEES               $402,000           $403,000
              ------------------ ------------------ -----------------
              TAX FEES           $    --            $   --
              ------------------ ------------------ -----------------
              ALL OTHER FEES     $    --            $   --
              ------------------ ------------------ -----------------
              TOTAL FEES         $724,707           $725,000
              ------------------ ------------------ -----------------


The Audit  Committee  of the  Board of  Directors  has  considered  whether  the
provision  of these  services  is  compatible  with  maintaining  the  principal
accountants' independence.

Audit fees includes fees for annual audit and reviews of the Company's quarterly
reports on Form 10-Q, as well as statutory audits and audits of subsidiaries.

Audit-related  fees include fees for audits of benefit plans and audits  related
to a  secondary  stock  offering,  as well as testing of internal  controls  for
Sarbannes Oxley compliance during Fiscal 2004 and Fiscal 2005.

All other fees include fees for  evaluations  and advisory  services.  The Audit
Committee has  implemented a procedure to require  pre-approval  of all services
performed by the independent auditors.

Consequently during Fiscal 2004 and 2005, any project which management hired the
principal  accountants  to perform was presented to the Audit  Committee,  along
with an estimate of the costs to be incurred.  The Audit  Committee would review
and approve the  estimate.  The Audit  Committee was updated by  management,  if
additional  costs were  incurred.  All  projects  performed  by the  independent
auditors were approved by the Audit Committee, during Fiscal 2004 and 2005.






11
<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 1, 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




















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