SECURITIES AND EXCHANGE COMMISSION
		      WASHINGTON, D.C. 20549
			 FORM 10-K/A No.1

(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, 2000

				    or

 ____ Transition Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the transaction period from ______ to ______

		   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

	    1460 Broadway, New York, New York                10036
	    ________________________________________________________
	    (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code:   (212) 575-3200

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 [x].

As of February 29, 2000, the aggregate market value of the voting stock held
by non-affiliates of the registrant (based on the closing price in the
NASDAQ National Market)was approximately $13.2 million.

As of February 29, 2000, 9,091,338 common shares were outstanding.



<PAGE>

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     See also "Executive Officers of the Company" under Part III
of Registrant's report on Form 10-K for the fiscal year ended
January 1, 2000, previously filed with the Securities and Exchange
Commission.

		   DIRECTORS OF THE REGISTRANT


	The Board of Directors of the Company presently consists of
the following seven members:  Messrs. Andrew M. Saul, Joseph E.
Saul, Roy C. Smith, Thomas E. Reinckens, Morton J. Schrader and Mark
E. Goldberg and Ms. Mae Soo Hoo, 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
------------------------   ----   ----------------------------         --------
Andrew M. Saul .........    53    Chairman of the Board and               1986
				  Partner, Saul Partners (1)
Roy C. Smith ...........    61    Executive Vice-President of             1993
				  the Company (2)
Thomas E. Reinckens ....    46    Executive Vice-President, Chief         1993
				  Financial Officer of the Company (3)
Mae Soo Hoo ............    45    Executive Vice President of             1995
				  the Company (4)
Joseph E. Saul .........    80    Partner, Saul Partners (5)              1986

Morton J. Schrader .....    68    Real Estate Broker,                     1989
				  Newmark & Company Real Estate, Inc.(6)
Mark E. Goldberg .......    43    Attorney in Private Practice (7)        1989
_________________________

(1)     Mr. Saul, who became Chairman of the Board of Directors on
	February 27, 1993, has been a partner of Saul Partners, an
	investment partnership, since 1986.  He is the son of Mr.
	Joseph E. Saul.

(2)     Mr. Smith has served as an Executive Vice President of the
	Company since October 1990; from December 30, 1986 to October
	1990, Mr. Smith was Vice President/Director of Store
	Operations of the Company.

(3)     Mr. Reinckens has served as Vice President and Chief
	Financial Officer of the Company since November 30, 1989;
	from 1987 to November 1989, Mr. Reinckens served as the
	Company's Controller.  He was appointed Executive Vice
	President on September 13, 1995.

(4)     Ms. Soo Hoo has served as a Vice President of
	Merchandising since February 1987.  She was appointed to the
	Board of Directors on September 13, 1995 and was also
	appointed Executive Vice President/General Merchandise
	Manager on that date.


			       -2-
<PAGE>


(5)     Mr. Saul has been a partner of Saul Partners, an investment
	partnership, since 1986.  He is the father of Mr. Andrew M.
	Saul.

(6)     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
	for Newmark & Company Real Estate, Inc.

(7)     Mr. Goldberg has been an attorney in private practice since
	1985.  Mr. Goldberg has provided legal assistance to the
	Company since 1988 and is expected to continue to do so in
	2000.


ITEM 11.  EXECUTIVE COMPENSATION



Summary Compensation Table


       The following table sets forth the compensation 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").




					ANNUAL      LONG-TERM
				     COMPENSATION  COMPENSATION
				     ------------  -------------
						   SECURITIES       ALL OTHER
NAME AND                   FISCAL                  UNDERLYING     COMPENSATION
PRINCIPAL POSITION          YEAR       SALARY($)   OPTIONS(#)        ($)(1)
----------------------     ------      ---------   ----------     ------------
ANDREW M. SAUL              1999           -           -               -
(CHAIRMAN)                  1998           -           -               -
			    1997           -           -               -

MAE SOO HOO                 1999        279,410      30,625          1,950
(EXECUTIVE VICE             1998        267,390        -             1,906
PRESIDENT/DIRECTOR)         1997        255,852     103,750          1,874

ROY C. SMITH                1999        273,558        -             9,195
(EXECUTIVE VICE             1998        319,413        -             8,887
PRESIDENT/DIRECTOR)         1997        250,000      97,500          8,611

THOMAS E. REINCKENS         1999        272,596      28,125          2,705
(EXECUTIVE VICE PRESIDENT,  1998        289,328        -             2,513
CHIEF FINANCIAL             1997        230,000      75,000          2,441
OFFICER/DIRECTOR











			       -3-
<PAGE>



(1)     Included in the figures shown under this column for 1999 are the
	following insurance premiums paid by the Company with respect to
	term life insurance for the benefit of the executive officer and
	long-term disability insurance: $3,420 and $5,775, respectively,
	for Mr. Smith; $1,204 and $1,501, respectively, for Mr. Reinckens
	and $629 and $1,321, respectively, for Ms. Soo Hoo.

	Included in the figures shown under this column for 1998 are the
	following insurance premiums paid by the Company with respect to
	term life insurance for the benefit of the executive officer
	long-term disability insurance: $3,112 and $5,775, respectively,
	for Mr. Smith; $1,012 and $1,501, respectively, for Mr. Reinckens
	and $585 and $1,321, respectively, for Ms. Soo Hoo.

	Included in the figures shown under this column for 1997 are the
	following insurance premiums paid by the Company with respect to
	term life insurance for the benefit of the executive officer and
	long-term disability insurance: $2,836 and $5,775, respectively,
	for Mr. Smith; $940 and $1,501, respectively, for Mr. Reinckens
	and $553 and $1,321, respectively, for Ms. Soo Hoo.




		AGGREGATED FISCAL YEAR-END STOCK OPTION VALUES


		     NUMBER OF SECURITIES         VALUE OF UNEXERCISED
		     UNDERLYING UNEXERCISED       IN-THE-MONEY STOCK OPTIONS
		     STOCK OPTIONS AT FY-END(#)   AT FY-END ($) (1)
		     --------------------------   ---------------------------
NAME                 EXERCISABLE  UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
-------------------  --------------------------   ----------------------------

Mae Soo Hoo             158,344        26,031      $528,902       $55,316

Roy C. Smith            147,500           -        $497,656       $  -

Thomas E. Reinckens     129,218        23,907      $429,277       $50,801

____________________


(1)  In-the money Stock Options are those where the fair market
     value of the underlying stock exceed the exercise price of
     the Option.  The amounts in this column represent the
     difference between the exercise price of the Stock Options
     and the closing price of the Company's Common Stock on
     December 31, 1999 (the last day of trading for Fiscal 1999)
     for all options held by each Named Executive Officer,
     whether vested or unvested.  The closing price of the
     Company's Common Stock as reported on NASDAQ/NMS on December
     31, 1999 was $6.50 per share.




			     -4-

<PAGE>


	     STOCK OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth information with respect to stock
options granted in Fiscal 1999 to each of the Named Executive
Officers.

<TABLE>
<CAPTION>

										Potential
									      Realizable Value
									     At Assumed Annual
									    Rates of Stock Price
									     Appreciation for
			      Individual Grants                             Option Term  (2)
		       --------------------------------------------------   --------------------
  (a)                      (b)       (c)          (d)           (e)           (f)         (g)

		       Number of   % of Total
		       Securities  Options       Exercise
		       Underlying  Granted to    or Base
		       Options     Employees in    Price      Expiration
Name                   Granted(#)  Fiscal Year   ($)/share)     Date         5%($)    10%($)
-------------------    ----------  ------------  ----------  ------------   -------  --------
<S>                    <C>         <C>           <C>         <C>            <C>      <C>
Mae Soo Hoo             30,625      17.63%        $4.375     01/20/09(1)    37,017    81,799
Thomas E. Reinckens     28,125      16.19%        $4.375     01/20/09(1)    33,996    75,121


(1)   On January 20,1999, the Company granted 123,750 incentive stock
      options to executives and key employees under the Company's 1994
      stock option plan. The options were granted at an exercise price
      of $4.375,(the closing price of the Common Stock on NASDAQ/NMS
      on January 20, 1999) per share, expiring on January 20,2009,
      subject to accelerated vesting at the maximum rate of up to 25%
      per year for the four years ended December 31, 1999, 2000, 2001
      and 2002, to the extent the company's earnings plan was
      achieved, based on the following sliding scale:

							    Options Which
							      Will Become
      Percentage of Earnings                                  Exercisable
     -------------------------                              -------------
     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%

     These options also become immediately exercisable as of the
     effective date of a "change in control" (as defined in the 1994
     Plan,)

(2)  Potential realizable value is based on an assumption that the
     market price of the stock appreciates at the stated rate
     compounded annually, from the date of grant to the expiration
     date. These values are calculated on requirements promulgated by
     the Securities and Exchange Commission and do not reflect the
     Company's estimate of future stock price appreciation. Actual
     gains, if any, are dependent on the future market price of the
     Company's Common Stock.


					-5-



</TABLE>
<PAGE>



Employment Contracts and Change-of-Control Provisions

     All of the options granted under the Company's 1994 Stock Option
Plan 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 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 ("the Sauls"), (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 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

     All non-employee Directors (Messrs. Andrew Saul, Joseph Saul,
Mark Goldberg and Morton Schrader) are compensated for their services
to the Company by participation in the Company's group medical
insurance program at an approximate cost to the Company of $11,500 per
individual per year.


Compensation Committee Interlocks and Insider Participation

    The Company's Compensation and Plan Administration Committee
consists of Messrs. Andrew M. Saul, Mark E. Goldberg and Morton J.
Schrader.  Andrew M. Saul is also the Chairman of the Board of the
Company.

     Mr. Goldberg is also an attorney in private practice.  He has
been retained by the Company to provide legal services since 1988 and
is expected to provide further legal services in 2000.  During the
fiscal year ended January 1, 2000, Mr. Goldberg received $45,580 from
the Company for legal services rendered during Fiscal 1999.








			    -6-
<PAGE>




ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
	  MANAGEMENT

		 PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP
			     BY MANAGEMENT

The following table sets forth certain information as to the
beneficial ownership of the Company's equity securities as of February
29, 2000 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
630 Fifth Avenue
New York, NY  10111 (1)         6,382,679                70.21%

Joseph E. Saul
630 Fifth Avenue
New York, NY  10111 (2)         6,382,679                70.21%

Norma G. Saul
630 Fifth Avenue
New York, NY  10111 (3)         6,382,679                70.21%

Trust f/b/o
Jennifer B. Saul
  pursuant to Trust
  Agreement dated
  March 28, 1995
630 Fifth Avenue
New York, NY  10111 (4)           756,314                 8.32%

Trust f/b/o
Kimberly E. Saul
  pursuant to Trust
  Agreement dated
  March 28, 1995
630 Fifth Avenue
New York, NY  10111 (4)           756,314                 8.32%




			     -7-

<PAGE>


						      Percentage of
			       Number of shares       Outstanding Shares
Person and Address             of Common Stock        of Common Stock
-------------------------      ----------------       --------------------
Jane Saul Berkey
Cache, Inc.
1460 Broadway
New York, NY  10036 (5)           494,046                   5.43%

Roy C. Smith
Cache, Inc.
1460 Broadway
New York, NY  10036 (6)           232,500                   2.44%

Mae Soo Hoo
Cache, Inc.
1460 Broadway
New York, NY  10036 (7)           200,074                   2.10%

Thomas E. Reinckens
Cache, Inc.
1460 Broadway
New York, NY  10036 (8)           154,718                   1.62%

Mark E. Goldberg
225 Broadway
New York, NY  10067                12,775                 Less than 1%

Morton J. Schrader
733 Park Avenue
New York, NY  10021                 5,000                 Less than 1%

All Current
  Executive Officers
  and Directors as a
  Group (seven persons)         6,987,746                   73.35%

_________________

(1)     Represents shares beneficially owned by the group
	consisting of Andrew Saul, Joseph Saul, Norma
	Saul and the Trusts (defined below) according to a
	Schedule 13D, as amended, filed by the group with the
	Securities and Exchange Commission. Andrew M. Saul may be
	deemed to own beneficially 2,891,218 shares of Common
	Stock (31.8%), if all shares owned by him or issuable
	pursuant to rights owned by him are deemed outstanding
	(including the shares owned by the Trusts of which Andrew
	Saul is a trustee, and the shares owned by the A. Saul
	Foundation, of which Andrew Saul is a director, but
	excluding all shares issuable pursuant to rights held by
	persons other than Andrew Saul, the Trusts of which
	Andrew Saul is a trustee and the A. Saul Foundation),







			  -8-
<PAGE>



	consisting of (i) 2,585,158 shares of Common Stock owned
	by Andrew Saul, (ii) 140,530 shares of Common Stock owned
	by the 85 J. Saul Trust of which Andrew Saul is a
	trustee, (iii) 140,530 shares of Common Stock owned by
	the 84 K. Saul Trust of which Andrew Saul is a trustee,
	and (iv) 25,000 shares of Common Stock owned by the A.
	Saul Foundation of which A. Saul is a director.  Andrew
	Saul, his wife Denise, and Sidney Silberman comprise the
	Board of Directors of the A. Saul Foundation and Andrew
	Saul is its President. Andrew Saul, in his capacity as
	one of the trustees of the trusts referenced in (ii) and
	(iii) above, may be deemed to have shared voting power
	and disposition power over the shares of Common Stock
	owned by such trusts.  Andrew Saul, in his capacity as
	one of the directors of the A. Saul Foundation, may be
	deemed to have shared voting power and disposition power
	over the shares held by such foundation.  Andrew Saul
	disclaims beneficial ownership of the shares not directly
	owned or under rights owned by him.

(2)     Represents shares beneficially owned by the group
	consisting of Andrew Saul, Joseph Saul, Norma
	Saul and the Trusts, according to a Schedule 13D, as
	amended, filed by the group with the Securities and
	Exchange Commission.  Joseph E. Saul may be deemed to own
	beneficially 2,591,061 shares of Common Stock (28.5%), if
	all shares owned by him or issuable pursuant to rights
	owned by him are deemed outstanding (including the shares
	owned by the Trusts of which Joseph Saul is a trustee,
	and the shares owned by the J. Saul Foundation, of which
	Joseph Saul is a director, but excluding all shares
	issuable pursuant to rights held by persons other than
	Joseph Saul, the Trusts of which Joseph Saul is a trustee
	and the J. Saul Foundation), consisting of (i) 970,933
	shares of Common Stock owned by Joseph Saul, (ii) 756,314
	shares of Common Stock owned by the 85 J. Saul Trust of
	which Joseph Saul is a trustee, (iii) 756,314 shares of
	Common Stock owned by the 85 K. Saul Trust of which
	Joseph Saul is a trustee and (iv) 107,500 shares of
	Common Stock owned by the J. Saul Foundation of which J.
	Saul is a director.  Joseph Saul, his wife Norma, and
	Sidney Silberman comprise the Board of Directors of the
	J. Saul Foundation and Joseph Saul is its President.
	Joseph Saul, in his capacity as one of the trustees of
	the trusts referenced in (ii) and (iii) above, may be
	deemed to have shared voting power and disposition power
	over the shares of Common Stock owned by such trusts.
	Joseph Saul, in his capacity as one of the directors of
	the J. Saul Foundation, may be deemed to have shared
	voting power and disposition power over the shares held
	by such foundation.  Joseph Saul disclaims beneficial
	ownership of the shares not directly owned or under
	rights owned by him.






				   -9-
<PAGE>



(3)     Represents shares beneficially owned by the group
	consisting of Andrew Saul, Joseph Saul, Norma
	Saul and the Trusts, according to a Schedule 13D, as
	amended, filed by the group with the Securities and
	Exchange Commission.  Norma Saul may be deemed to own
	beneficially 2,505,028 shares of Common Stock (27.6%), if
	all shares owned by her or issuable pursuant to rights
	owned by her are deemed outstanding (including the shares
	owned by the Trusts of which Norma Saul is a trustee and
	the shares owned by the J. Saul Foundation, of which
	Norma Saul is a director, but excluding all shares
	issuable pursuant to rights held by persons other than
	Norma Saul, the Trusts of which Norma Saul is a trustee
	and the J. Saul Foundation), consisting of (i) 884,900
	shares of Common Stock owned by Norma Saul, (ii) 756,314
	shares of Common Stock owned by the 85 J. Saul Trust of
	which Norma Saul is a trustee, (iii) 756,314 shares of
	Common Stock owned by the 85 K. Saul Trust of which Norma
	Saul is a trustee and (iv) 107,500 shares of Common Stock
	owned by the J. Saul Foundation of which Norma Saul is a
	director.  Norma Saul, in her capacity as one of the
	trustees of the trusts referenced in (ii) and (iii)
	above, may be deemed to have shared voting power and
	disposition power over the shares of Common Stock owned
	by such trusts.  Norma Saul, in her capacity as one of
	the directors of the J. Saul Foundation, may be deemed to
	have shared voting power and disposition power over the
	shares held by such foundation.  Norma Saul disclaims
	beneficial ownership of the shares not directly owned or
	under rights owned by her.

(4)     The Trust f/b/o Jennifer B. Saul and the Trust f/b/o
	Kimberly E. Saul each own 756,314 shares of Common Stock,
	according to a Schedule 13D, as amended, filed with the
	Securities and Exchange Commission. Joseph E. Saul, his
	wife Norma Saul and Sidney J. Silberman, Esq., are
	trustees of such trusts.

(5)     Represents shares beneficially owned by Jane Saul Berkey
	according to a Schedule 13D, as amended, filed by Ms.
	Berkey with the Securities and Exchange Commission.  Jane
	Saul Berkey is the daughter of Mr. Joseph Saul and the
	sister of Mr. Andrew Saul.

(6)     Consists of 85,000 shares of Common Stock and options to
	acquire 147,500 shares of Common Stock.

(7)     Consists of 41,731 shares of Common Stock and options to
	acquire 158,343 shares of Common Stock.

(8)     Consists of 25,500 shares of Common Stock and options to
	acquire 129,218 shares of Common Stock.






				  -10-

<PAGE>



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 1990, Joseph Saul loaned the Company an aggregate of
$1,750,000.  All such loans bore interest at the rate of 8 1/2% per
annum and matured on January 1, 1994.  On December 14, 1993, Mr. Saul
agreed to replace the promissory note with a new promissory note,
having an interest rate of 7% per annum and a maturity date of January
31, 1997 (the "First Note"), which note was subordinated to the
National Westminster Bank loan dated December 15, 1993.  On August 26,
1996, Mr. Saul agreed to extend the maturity date of the note to
January 31, 2000, due to the renewal of the Bank line of credit.

     In 1991, Joseph Saul made a loan to the Company of an additional
$250,000, which loan bore interest at the rate of 7 1/2% per annum and
was due on January 1, 1994.  On December 14, 1993, Mr. Saul agreed to
replace the promissory note with a new promissory note (together with
the First Note, the "Notes"), which note was subordinated to the
National Westminster Bank loan dated December 15, 1993.  This note
bore interest at the rate of 7% per annum and had a maturity date of
January 31, 1997.  On August 26, 1996, Mr. Saul agreed to extend the
maturity date of the note to January 31, 2000, due to the renewal of
the Bank line of credit.

     In August 1999, the Company amended its revolving credit facility
with Fleet Bank, N.A. (Successor in interest to National Westminister
Bank, New Jersey).  In connection therewith, Fleet Bank, N.A. and the
Company agreed that the Company could repay the Notes if the Company
was in compliance with all of the financial covenants contained in the
agreement.  In December 1999, the Company repaid both Notes to Mr.
Saul.

     On December 16, 1994, the Company loaned $170,000 to Roy Smith,
Executive Vice President and a Director of the Company and  $80,000 to
Thomas E. Reinckens, Vice President, Chief Financial Officer and a
Director of the Company, in each case for personal reasons.  All such
loans are with full recourse to the executive, payable on demand from
the Company, secured by a pledge of shares of the Company's Common
Stock owned by such executive and bear interest at a rate of 7% per
annum. The balance (as of February 29, 2000) and the highest balance
during Fiscal 1999 for these loans were $170,000 and $80,000,
respectively.

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

     As of February 29, 2000, the Sauls beneficially owned in the
aggregate 6,382,679 shares of the Company's outstanding Common Stock,
representing approximately 70.21% of the Company's outstanding Common
Stock.  See "Principal Shareholders and Share Ownership by
Management."








		       -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.

Date: April 28, 2000                    CACHE, INC.
					(Registrant)





				     BY: /S/ Thomas E. Reinckens
					---------------------------
					THOMAS E. REINCKENS
					Executive Vice President
					And Chief Financial Officer
					(Principal Financial and
					Principal Accounting Officer)



			      -12-