--------------------------------------------------------------------------------
                                  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 JANUARY 1, 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 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 an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes [X] No [ ]

      As of June 26, 2004, the aggregate market value of the voting stock held
by non-affiliates of the registrant (based on the closing price of $14.53 in the
NASDAQ National Market) was approximately $184 million.

     As of March 31, 2005, 15,702,000 common shares were outstanding.

<PAGE>



ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     See also "Executive  Officers,  Directors and Key Employees"  under Part I,
Item 1 of Registrant's  report on Form 10-K for the fiscal year ended January 1,
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.


<TABLE>
<CAPTION>

<S>                                  <C>   <C>                                <C>

                                                                              DIRECTOR
NAME                                 AGE   PRINCIPAL OCCUPATION               SINCE
----                                 ---   --------------------               -----

BRIAN WOOLF ........................ 56    CHAIRMAN OF THE BOARD AND          2000
                                             CHIEF EXECUTIVE OFFICER  (1)
ANDREW M. SAUL ..................... 58    PARTNER, SAUL PARTNERS  (2)        1986

MORTON J. SCHRADER ................. 73    REAL ESTATE BROKER  (3)            1989

ARTHUR S. MINTZ..................... 59    PRESIDENT, BEES & JAM, INC.  (4)   2002

GENE G. GAGE........................ 57    FINANCIAL ADVISOR  (5)             2004

-----------------------------------
</TABLE>


(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.

(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.

(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  a  Financial  Advisor  for New  England  Financial.  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 January 1, 2005 ("Fiscal 2004"),  the Board of
Directors held three meetings.  Each then-current  Director attended all of such
Board meetings.  The Board of Directors has an Audit Committee, a Nominating and
Governance  Committee,  as  well  as  a  Compensation  and  Plan  Administration
Committee of the Board of Directors.  The Audit  Committee  established  in July
1989, currently consists of Messrs. Arthur Mintz, Morton Schrader and Gene Gage.
The Audit Committee held four meetings in Fiscal 2004. Each then-current  member
of the Committee attended such Committee meeting.

     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.

     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 four 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 twice in Fiscal 2004.  Each  then-current  member of the Committee
attended such Committee meeting.

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


                                       3
<PAGE>



     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.


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)      (2)
------------------      ------    ------      -----     ------------    --------    ------------
<S>                      <C>    <C>          <C>         <C>            <C>           <C>

BRIAN WOOLF              2004   $554,808     $  ---      $2,396,860       52,500      $ 14,986
CHIEF EXECUTIVE          2003    500,000      475,200     1,433,000      375,000        14,459
OFFICER AND CHAIRMAN     2002    449,934      359,947        ---          68,250        14,014
OF THE BOARD

THOMAS E. REINCKENS (3)  2004    436,539        ---       1,008,600       52,500        10,458
PRESIDENT, CHIEF         2003    401,923      381,988       900,738      187,500        10,326
OPERATING OFFICER        2002    356,473      285,178        ---          68,250         2,967

CATHERINE MCNEAL (4)     2004    344,000       20,000        94,781        ---            ---
EXECUTIVE VICE PRESIDENT 2003    193,750      143,000        ---         127,500          ---
                         2002      ---          ---          ---           ---            ---

MARIA COMFORT (5)        2004    291,116       20,000       145,675        ---            ---
EXECUTIVE VICE PRESIDENT 2003    270,731      129,951        48,950       37,500          ---
                         2002    137,500       25,000        ---          60,000          ---

DAVID DESJARDINS (6)     2004    312,539        ---          60,950        ---            ---
EXECUTIVE VICE PRESIDENT 2003    298,654      143,354       136,413       75,000          ---
                         2002    211,539      117,692        ---          52,500          ---

</TABLE>

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

     (1)  Option  amounts  have been  restated to reflect the  Company's 3 for 2
          stock split effective June 18, 2004.

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

     (3)  Thomas E.  Reinckens  has  served  as  President  and Chief  Operating
          Officer  since  October  2000.  Mr.  Reinckens  also  is  our  current
          principal financial and accounting  officer.  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.

     (4)  Catherine  McNeal has served as Executive Vice President,  Merchandise
          Manager for our Cache stores since June 2003.  From 1997 until joining
          Cache, Ms. McNeal served in various


                                       4
<PAGE>



          managerial   capacities  for  the  Limited,   most  recently  as  Vice
          President,  Merchandising  Manager for Limited stores.  Ms. McNeal has
          over 20 years of retail experience.

     (5)  Maria  Comfort has served as Executive  Vice  President for our Lillie
          Rubin  stores  since  April  2004.  Ms.  Comfort  had  served  as Vice
          President and General  Merchandise Manager for our Lillie Rubin stores
          from May 2002 to April  2004.  From 1999  until  she  joined  us,  Ms.
          Comfort served as Executive Vice  President for Giorgio  Armani.  From
          June 1997 to 1999,  Ms.  Comfort  served as  President  of 9 & Co.,  a
          division of Nine West Group,  Inc.,  a women's  apparel  company.  Ms.
          Comfort's background encompasses a variety of merchandising functions,
          including design,  manufacturing  and buying.  Ms. Comfort has over 25
          years of retail experience.

     (6)  David  Desjardins  has served as Executive Vice President and Director
          of Stores and Operations since April 2002. From 1999 until joining us,
          Mr. Desjardins served in various managerial capacities at the Limited,
          most  recently as Vice  President of Express and Director of Sales and
          Operations at Limited stores.  From 1990 to 1999, Mr. David Desjardins
          held various  managerial  positions  with The Gap. Mr.  Desjardins has
          over  15  years  of  retail   experience.   Mr.  Desjardins   resigned
          effective February 18, 2005.


               AGGREGATED FISCAL 2004 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          238,500 $2,396,860       343,125        320,625  $ 4,165,411   $ 1,623,469
Thomas E. Reinckens   67,500 $1,008,600       113,250        180,000  $   998,926   $   867,844
Catherine McNeal       9,375 $   94,781        31,875         86,250  $   235,213   $   591,325
Maria Comfort          9,375 $  145,675        24,375         54,375  $   179,506   $   340,706
David Desjardins       7,500 $   60,950        26,875          ---    $   220,288   $     ---

</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, 2004 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 2004 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>          <C>
BRIAN WOOLF                52,500          50.0%        $   15.17      1/22/14      $   220,038  $   486,225
THOMAS E. REINCKENS        52,500          50.0%        $   15.17      1/22/14          220,038      486,225

</TABLE>


                                       5
<PAGE>



     (1)  These  options vest no later than January 22, 2008 but may vest sooner
          with  respect to up to 25% of the shares on each of December 31, 2004,
          December 31, 2005,  December 31, 2006,  and December 31, 2007,  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 September  2003, we entered into a new  employment  agreement with Brian
Woolf, our Chief Executive Officer and Chairman, which expires January 31, 2007.
Under the  agreement,  Mr. Woolf's annual salary during 2004 was $500,000 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.  Mr. Woolf is also eligible to participate in the Company's  bonus and
stock option programs. In addition,  Mr. Woolf is entitled to participate in our
long-term  disability coverage healthcare and other benefits packages.  Pursuant
to the  terms of his new  employment  agreement,  if we  terminate  Mr.  Woolf's
employment  prior to  January  31,  2007 for any reason  other than for  certain
circumstances  described in the  agreement,  then until Mr. Woolf  accepts other
employment  we are  required  to  continue  to pay him the full  balance  of his
contract,  mitigated  by  future  employment.  In the  event  that Mr.  Woolf 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 18 months of his salary
then in effect.  The  contract  contains a covenant of Mr.  Woolf not to solicit
employees  of Cache for two years and a  covenant  for Mr.  Woolf 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 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


                                       6
<PAGE>



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 five business days.




                                       7
<PAGE>



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  2004,
except for the  following  instances:  10% owner Joseph Saul filed two late Form
4's; Director Morton J. Schrader filed one late Form 4; Officer David Desjardins
filed one late Form 4 and one late Form 3; Officer  Thomas  Reinckens  filed one
late Form 3;  Officer  Catherine  McNeal filed one late Form 3; and Director and
10% owner Andrew Saul filed one late Form 4.





















                                       8
<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 March 31, 2005 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.

<TABLE>
<CAPTION>


                                                                                   PERCENTAGE OF
                                              NUMBER OF SHARES                    OUTSTANDING SHARES
PERSON AND ADDRESS                            OF COMMON STOCK (9)                   OF COMMON STOCK
------------------                            -------------------                   ---------------

<S>                                             <C>                                      <C>
Andrew M. Saul                                  2,959,692                                18.9%
   9 West 57th Street
   New York, NY  10019 (1)

Joseph E. Saul                                  2,959,692                                18.9%
   9 West 57th Street
   New York, NY  10019 (2)

Norma G. Saul                                   2,959,692                                18.9%
   9 West 57th Street
   New York, NY  10019 (3)

Royce & Associates, LLC                         1,354,550                                 8.6%
   1414 Avenue of the Americas
   New York, NY 10019 (8)

Mellon Financial Corporation                      904,249                                 5.9%
   One Mellon Center
   Pittsburgh, PA 15258 (8)

Brian Woolf                                       424,124                                 2.6%
   Cache Inc.
   1440 Broadway
   New York, NY 10018 (4)


Thomas E. Reinckens                               163,828                                 1.0%
   Cache Inc.
   1440 Broadway
   New York, NY 10018 (5)


</TABLE>


                                       9
<PAGE>



<TABLE>
<CAPTION>


                                                                                   PERCENTAGE OF
                                              NUMBER OF SHARES                    OUTSTANDING SHARES
PERSON AND ADDRESS                            OF COMMON STOCK (9)                   OF COMMON STOCK
------------------                            -------------------                   ---------------


<S>                                                <C>
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

Catherine McNeal                                   41,250                                   *
   Cache Inc.
   1440 Broadway
   New York, NY  10018 (6)

Maria Comfort                                      24,375                                   *
    Cache Inc.
    1440 Broadway
    New York, NY 10018 (7)

All Current Executive                           3,632,769                                 22.4%
Officers and Directors as a
Group (eight persons)

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

</TABLE>

 * 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 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.


                                       10
<PAGE>



(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 343,124 shares of our common stock.

(5)  Includes options to acquire 113,250 shares of our common stock.

(6)  Includes options to acquire 31,875 shares of our common stock.

(7)  Includes options to acquire 24,375 shares of our common stock.

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

(9)  Number of shares of Common stock reflects the 3 for 2 stock split effective
June 18, 2004.

     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  January 1, 2005,  previously  filed with the  Securities  and
Exchange Commission.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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

     As of March  31,  2005,  the  Sauls  beneficially  owned  in the  aggregate
2,959,692  shares  of  the  Company's  outstanding  Common  Stock,  representing
approximately  18.9% of the Company's  outstanding  Common Stock. See "Principal
Shareholders and Share Ownership by Management."
















                                       11
<PAGE>



ITEM 14. PRINCIPAL ACCOUNTING FIRM FEES


The following  table sets forth the aggregate fees billed to the Company for the
fiscal years ended December 27, 2003 and January 1, 2005 by KPMG LLP.


         -------------------------- ------------------ -------------------
                   FEES               FISCAL 2003          FISCAL 2004
                                         AMOUNT               AMOUNT
         -------------------------- ------------------ -------------------
         AUDIT FEES                   $149,500             $322,707
         -------------------------- ------------------ -------------------
         AUDIT-RELATED FEES
                                      $193,939             $402,000
         -------------------------- ------------------ -------------------
         TAX FEES                     $    --              $   --
         -------------------------- ------------------ -------------------
         ALL OTHER FEES               $    --              $   --
         -------------------------- ------------------ -------------------
         Total Fees                   $343,439             $724,707
         -------------------------- ------------------ -------------------


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  potential  stock  offering,  as well as testing of internal  controls  for
Sarbannes Oxley compliance during fiscal 2004.

All other fees include fees for evaluations and advisory services. During fiscal
2003, the Audit Committee implemented a procedure to require pre-approval of all
services performed by the Independent Auditors.

Consequently during fiscal 2003 and 2004, 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 which were performed by the
independent accountants were approved by the Audit Committee during fiscal 2003
and 2004.













                                       12
<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 2, 2005
                                       CACHE, INC.


                                       BY:    /s/   Brian Woolf
                                             -------------------------------
                                             Brian Woolf
                                             Chairman and Chief
                                             Executive Officer
                                             (Principal Executive
                                             Officer)


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


















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