**EXHIBIT **31.2****

**CERTIFICATION**

I, Margaret Feeney,certify that:

1.                 I have reviewedthis annual report on Form 10-K of Cache Inc. (Cache);

2.                 Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements are made, notmisleading with respect to the period covered by this annual report;

3.                 Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of Cache as of, and for, theperiods presented in this annual report;

4.                 Cache’s othercertifying officer and I are responsible for establishing and maintainingdisclosure   controls and procedures (asdefined 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) and15d-15(f) for the registrant and have:

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

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

c.                 evaluated theeffectiveness of Cache’s disclosure controls and procedures and presented inthis annual report our conclusions about the effectiveness of the disclosurecontrols and procedures as of the end of the period covered by this annualreport based on such evaluation; and

d.                disclosed in thisreport any change in Cache’s internal control over financial reporting thatoccurred during Cache’s fourth quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting;

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

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

b.                anyfraud, whether or not material, that involves management or other employees whohave a significant role in Cache’s internal control over financial reporting.
| March 17, 2006 |   | By:    | /s/ MARGARET  FEENEY                                    |
|---------------------|--------|--------|---------------------------------------------------------|
|                |   |   | Margaret Feeney                                         |
|                |   |   | *Executive  Vice President and Chief Financial Officer* |

 

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