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 2, 1999

				    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.                              
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	       (Exact name of registrant as specified in its charter)

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

	    1460 Broadway, New York, New York                10036          
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	    (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                        
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				(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 28, 1999, 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 $19.0 million.

As of February 28, 1999, 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 2, 1999, 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 ........ 52      Chairman of the Board and               1986
				  Partner, Saul Partners (1)
Roy C. Smith .......... 60      Executive Vice-President of             1993
				  the Company (2)
Thomas E. Reinckens ... 45      Executive Vice-President, Chief         1993
				  Financial Officer of the Company (3)
Mae Soo Hoo ........... 44      Executive Vice President of             1995
				  the Company (4)
Joseph E. Saul ........ 79      Partner, Saul Partners (5)              1986
		       
Morton J. Schrader .... 67      Real Estate Broker,                     1989
				  Newmark & Company Real Estate, Inc.(6)    
Mark E. Goldberg ...... 42      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.


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<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 
	1999.
  

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                1998         -             -               -
(CHAIRMAN)                    1997         -             -               -
			      1996         -             -               -
				      
MAE SOO HOO                   1998      267,390          -             1,906
(EXECUTIVE VICE               1997      255,852       103,750          1,874
PRESIDENT/DIRECTOR)           1996      255,852          -             1,786
				    
ROY C. SMITH                  1998      319,413          -             8,887
(EXECUTIVE VICE               1997      250,000        97,500          8,611
PRESIDENT/DIRECTOR)           1996      250,000          -             7,983

THOMAS E. REINCKENS           1998      289,328          -             2,513
(EXECUTIVE VICE PRESIDENT,    1997      230,000        75,000          2,441
CHIEF FINANCIAL               1996      210,000          -             2,260
OFFICER/DIRECTOR                        


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(1)     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.
				       
	Included in the figures shown under this column for 1996 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: $2,591 and $5,392, respectively, 
	for Mr. Smith; $879 and $1,381, respectively, for Mr. Reinckens 
	and $565 and $1,221, 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          123,750        30,000           $205 513       $54,600

Roy C. Smith         117,500        30,000           $195,325       $54,600
									  
Thomas E. Reinckens   95,000        30,000           $158,650       $54,600

___________________

 
(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, 1998 (the last day of trading for Fiscal 1998)             
     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, 1998 was $4.88 per share.         








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<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, (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 1999.  During the 
fiscal year ended January 2, 1999, Mr. Goldberg received $28,982 from 
the Company for legal services rendered during Fiscal 1998.








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<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 
28, 1999 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% 



	
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<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)           202,500                 2.20%

Mae Soo Hoo
Cache, Inc.
1460 Broadway
New York, NY  10036 (7)           165,231                 1.79%

Thomas E. Reinckens
Cache, Inc.
1460 Broadway
New York, NY  10036 (8)           136,500                 1.49%

Mark E. Goldberg
225 Broadway
New York, NY  10067                 4,225          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)         6,896,135                73.15%

_________________     

(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), 







				    -7-
<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.      
     





				     -8-
<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 
	117,500 shares of Common Stock.

(7)     Consists of 41,731 shares of Common Stock and options to acquire 
	123,750 shares of Common Stock.

(8)     Consists of 41,500 shares of Common Stock and options to      
	acquire 95,000 shares of Common Stock.






				     -9-
<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 1996, the Company amended and restated its revolving 
credit facility with Fleet Bank, N.A. (Successor in interest to 
National Westminister Bank, New Jersey).  In connection therewith, 
Joseph Saul and the Company agreed that the Company would not repay 
the Notes until such revolving credit facility was terminated and all 
senior debt thereunder repaid, except that the Company was permitted 
to repay an aggregate of $1,000,000 on the Notes if the Company's 
tangible net worth (as defined in the credit agreement) at December 
31, 1997 was greater than or equal to $25 million, and to repay an 
additional $1,000,000 on the Notes if the Company's tangible net worth 
at December 31, 1999 is greater than or equal to $29 million.  The 
interest rate on the Notes remains 7% per annum, payable annually.   
  
     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 28, 1999) and the highest balance 
during Fiscal 1998 for these loans were $170,000 and $80,000, 
respectively.  There have been no additional borrowings or repayments 
for these loans since 1994.

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

     As of February 28, 1999, 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."



				     -10-
<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 30, 1999                 CACHE, INC.
				     (Registrant)





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































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