UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10K/A
(Mark One)

  X   Amendment No. 1 to Annual Report pursuant to Section 13 or 15 (d) of
----- the Securities Exchange Act of 1934
      for the fiscal year ended December 27, 2003
                                         Or
      Transition Report pursuant to Section 13 or 15 (d) of the Securities
----- Exchange Act of 1934

                        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   [   ]                     No[X]
                             ---

As of June 27, 2003 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 $55.8 million.


As of March 31, 2004, 10,416,150 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 I of Registrant's report on Form 10-K for the fiscal year ended December
27, 2003, previously filed with the Securities and Exchange Commission.

                          DIRECTORS OF THE REGISTRANT

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

Director Name             Age       Principal Occupation             Since
---------------------     ---       --------------------------      --------
Brian Woolf                55       Chairman of the Board and       2000
                                    Chief Executive Officer
Thomas E. Reinckens        50       President, Chief Operating      1993
                                    Officer of the Company

Arthur S. Mintz            58       President, Bees and Jam, Inc.   2002
Andrew M. Saul             57       Partner, Saul Partners          1986
Joseph E. Saul             84       Partner, Saul Partners          1986
Morton J. Schrader         72       Real Estate Broker              1989

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

Thomas E. Reinckens has served as our President and Chief Operating Officer
since October 2000 and as director since February 1993. Mr. Reinckens also is
our current principal financial and accounting officer. Mr. Reinckens joined us
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.

Arthur S. Mintz has served as one of our directors since September 2002. Mr.
Mintz has served as the President of Bees and Jam Inc., an apparel manufacturer,
since 1971.

Andrew M. 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. He is the son of Joseph E. Saul.

Joseph E. Saul has served as one of our directors since 1986. Mr. Saul is a
partner in Saul Partners, a position he has held since 1986. He is the father of
Andrew M. Saul.

Morton J. 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.

                                       -2-

<PAGE>


              COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

     During the year ended December 27, 2003 ("Fiscal 2003"), the Board of
Directors held four meetings. Each Director attended all of such Board meetings.
The Board of Directors has an Audit Committee and a Compensation and Plan
Administration Committee, but has no standing nominating committee. The Audit
Committee of the Board of Directors, established in July 1989, currently
consists of Messrs. Andrew Saul, Arthur S. Mintz and Morton J. Schrader. The
Audit Committee held four meetings in Fiscal 2003.

     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 Andrew Saul is
qualified to serve as the Audit Committee's financial expert.

     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 M. Saul, Arthur S.
Mintz and Morton J. Schrader. The Compensation Committee met twice in fiscal
2003. Each member of the Committee attended such Committee meeting.


                                       -3-


<PAGE>


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").


<TABLE>
<CAPTION>

                                      Annual                           Long-Term
                                   Compensation                        Compensation Awards
                                   ------------                        -------------------
                                                                       Securities    All Other
Name and                Fiscal                          Other Annual   Underlying   Compensation
Principal Position       Year     Salary      Bonus     Compensation(2)  Options       (1)
------------------      ------    ------      -----     ------------    --------    ------------
<S>                      <C>    <C>          <C>         <C>          <C>           <C>
Brian Woolf              2003   $500,000     $475,200    $1,433,000    250,000      $ 14,459
Chief Executive          2002    449,934      359,947       ---         45,500        14,014
Officer and Chairman     2001    401,857        ---         ---        100,000         3,640
Of the Board

Thomas E. Reinckens      2003    401,923      381,988       900,738    125,000        10,326
President, Chief         2002    356,473      285,178        ---        45,500         2,967
Operating Officer        2001    326,857      250,244        ---          ---          2,847
and Director

Catherine McNeal (3)     2003    193,750      143,000        ---        85,000          ---
Executive Vice President 2002      ---          ---          ---         ---            ---
                         2001      ---          ---          ---         ---            ---

David Desjardins (4)     2003    298,654      143,354        136,413    50,000          ---
Executive Vice President 2002    211,539      117,692        ---        35,000          ---
                         2001      ---          ---          ---          ---           ---

</TABLE>


(1) These amounts consist of insurance premiums paid for life insurance for the
    benefit of the named executive officers and long-term disability insurance.
(2) These amounts consist of the difference between the price paid by the named
    executive officer for shares of our common stock pursuant to the exercise of
    stock options, and the fair market value of our common stock on the date of
    exercise.
(3) Ms. McNeal became one of our executive officers in June 2003.
(4) Mr. Desjardins became one of our executive officers in March 2002.


                                     -4-


<PAGE>


                       AGGREGATED FISCAL 2003 YEAR-END STOCK OPTION VALUES

<TABLE>
<CAPTION>

                       Number of Securities                      Value of Unexercised
                       Underlying Unexercised                    In-the-Money Stock Options
                       Stock Options at Fiscal Year-End          at Fiscal Year-End (1)
                       --------------------------------          --------------------------
Name             Shares Acquired     Value      Exercisable   Unexercisable   Exercisable    Unexercisable
                   on Exercise     Realized
-----            ---------------   --------     -----------   -------------   -----------    -------------
<S>                  <C>          <C>             <C>             <C>          <C>           <C>
Brian Woolf          129,000      $1,433,000      205,125         361,375      $ 3,502,849   $ 2,358,336
Thomas E. Reinckens   75,000        $900,738       84,125         136,375      $ 1,332,759   $   362,086
Catherine McNeal         ---             ---        6,250          78,750      $    74,313   $   322,538
David Desjardins       8,750        $136,413        8,750          67,500      $   137,200   $   357,400


</TABLE>

(1) 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 26, 2003 and the per share option exercise prices.


                   STOCK OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth information with respect to stock options
granted in fiscal 2003 to each of the named executive officers.

<TABLE>
<CAPTION>

                                                                                           Potential
                                                                                       Realizable Value
                                         % of Total                                    At Assumed Annual
                         Number of         Options        Exercise                    Rates of Stock Price
                         Securities      Granted to       or Base                      Appreciation for
                         Underlying     Employees in       Price     Expiration         Option Term (2)
Name                     Options(1)      Fiscal Year     ($/share)      Date            5%           10%
-------------------     ----------     ------------     ---------   ----------      ----------   -----------
<S>                       <C>              <C>          <C>          <C>              <C>          <C>
Brian Woolf               250,000          30.7%        $   18.97      7/22/13      $ 1,310,265  $ 2,895,344
Thomas E. Reinckens       125,000          15.3%        $   18.97      7/22/13          655,133    1,447,672
Catherine McNeal           25,000           3.1%        $    8.74      5/23/13           60,368      133,396
Catherine McNeal           60,000           7.4%        $   18.97      7/22/13          314,464      694,882
David Desjardins           50,000           6.1%        $   18.97      7/22/13          262,053      579,069

</TABLE>
-------------------------
(2) These options vest no later than July 22, 2007 but may vest sooner with
    respect to up to 25% of the shares on each of June 30, 2004, June 30, 2005,
    June 30, 2006 and June 30, 2007 to the extent our earnings plan for these
    years is achieved, based on the following sliding scale:


                                      -5-

<PAGE>

                                                          Percentage of Original
                                                                Option that
Percentage of Earnings Plan Achieved                       Becomes 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%

(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 expirations 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 Contracts 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 on January 31, 2007.
Under the agreement, Mr. Woolf's annual salary during 2003 is $500,000 and he is
eligible to receive annual incremental increases of $75,000 in each of the next
three years contingent on our profitability, as provided for in the contract.
Mr. Woolf is also eligible to participate in our bonus and stock option
programs. In addition, Mr. Woolf is entitled to participate in our long-term
disability coverage, health care and other benefit 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 agreement, 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
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.

                                     -6-


<PAGE>


Compensation of Directors

     We compensate two 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. They currently do not receive cash or
equity-based compensation. The other two non employee directors receive a
director's fee equal to $12,000 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 consists of Andrew M.
Saul, Arthur S. Mintz and Morton J. Schrader. 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.

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 2003 except for
the following instances: Director and 10% owner Joseph Saul filed 2 late Form 4s
Director Morton L. Schrader filed 1 late Form 4; Officer David Desjardins filed
1 late Form 4 and one Form 3; Director and Officer Thomas Reinckens filed 1 late
Form 3; Officer Catherine McNeal filed 1 late Form 3; and Director and 10% owner
Andrew Saul filed 1 late Form 4.

Code of Ethics

     The Company has not yet adopted a Code of Ethics that applies to all of the
Company's directors, officers and employees due to limited internal management
resources. The Company intends to adopt such a Code of Ethics at its next
regularly scheduled board meeting.  Once it is adopted, the Code of Ethics will
be 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>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND BY MANAGEMENT

Principal Shareholders and Share Ownership By Certain Beneficial Owners and
Management

     The following table sets forth certain information as to the beneficial
ownership of the Company's equity securities as of March 31, 2004 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 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
9 West 57th Street
New York, NY  10019  (1)            1,973,128                    18.9%

Joseph E. Saul
9 West 57th Street
New York, NY  10019  (2)            1,973,128                    18.9%

Norma G. Saul
9 West 57th Street
New York, NY  10019  (3)            1,973,128                    18.9%

Brian Woolf
Cache, Inc.
1440 Broadway
New York, NY  10018  (4)              100,125                 Less than 1%

Thomas E. Reinckens
Cache, Inc.
1440 Broadway
New York, NY  10018  (5)               57,844                 Less than 1%


                                       -8-


<PAGE>


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

Catherine McNeal
Cache Inc.
1440 Broadway
New York, NY  10018  (6)             6,250                 Less than 1%

David Desjardins
Cache, Inc.
1440 Broadway
New York, NY  10018  (7)             8,750                 Less than 1%

Arthur S. Mintz
70 West 36th Street
New York, NY  10018                      0                       0

Morton J. Schrader
230 Park Avenue - 18th Floor
New York, NY  10166                 13,000                 Less than 1%

Royce & Associates, LLC
1414 Avenue of the Americas
New York, NY  10019  (8)           844,700                     8.1%

Essex Investment Management
Company, LLC
125 High Street, 29th Floor
Boston, MA 02110  (8)              527,567                     5.1%

All Current Executive
Officers and Directors
as a Group (seven persons)       2,159,097                    20.5%


(1) Represents (a) 550,420 shares held directly by Andrew Saul, (b) 583,308
    shares beneficially owned by Joseph Saul, Andrew Saul's father, (c) 834,400
    shares held by Norma Saul, Andrew Saul's mother, and (d) 5,000 shares held
    by the Denise and 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 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.

(2) Represents (a) 568,308 shares held directly by Joseph Saul, (b) 834,400
    shares held by Norma Saul, Joseph Saul's wife, (c) 555,420 shares
    beneficially owned by Andrew Saul, Joseph Saul's son, and (d) 15,000 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.


                                      -9-

<PAGE>


(3) Represents (a) 834,400 shares held directly by Norma Saul, (b) 568,308
    shares beneficially owned by Joseph Saul, Norma Saul's husband, (c) 555,420
    shares beneficially owned by Andrew Saul, Norma Saul's son, and (d) 15,000
    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 46,125 shares of our common stock.
(5) Includes options to acquire 34,125 shares of our common stock.
(6) Includes options to acquire 6,250 shares of our common stock.
(7) Includes options to acquire 8,750 shares of our common stock.
(8) Information is based solely on the most recent Schedule 13G filed by the
    holder with the SEC.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In December 1994, we loaned $170,000 to Roy Smith, formerly an Executive
Vice President and one of our directors. The loan was payable on demand by us,
was secured by a pledge of shares of our common stock owned by Mr. Smith, with
full recourse against him and bare interest at a rate of 9% per annum. The loan
was repaid in July 2003 plus accrued interest.

     In December 1994, we loaned $80,000 to Thomas E. Reinckens, our President
and Chief Operating Officer and one of our directors. The loan was payable on
demand by us, was secured by a pledge of shares of our common stock owned by Mr.
Reinckens, with full recourse against him and bore interest at a rate of 9% per
annum. The loan was repaid in July 2003 plus accrued interest. Additionally, in
December 2000, we loaned $121,000 to Mr. Reinckens. This loan was also payable
on demand by us, secured by a pledge of shares of our common stock, with full
recourse against him and bore interest at the rate of 6% per annum. Mr.
Reinckens repaid $50,000 of this loan to us in March 2002 and the remaining
balance for this loan was repaid in July 2003 plus accrued interest.

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

     As of March 31, 2004 the Sauls beneficially owned in the aggregate
1,973,128 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."


                                      -10-

<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 28, 2002 and December 27, 2003 by KPMG LLP and
Arthur Andersen LLP. KPMG LLP replaced Arthur Andersen LLP during the second
quarter of Fiscal 2002.


                                    Fiscal 2002           Fiscal 2003
    Fees                               Amount                Amount
------------------------           -----------            ------------
Audit Fees                           $ 121,200              $ 149,500
Audit-Related Fees                   $ 253,920              $ 193,939
Tax Fees                             $      --              $      --
All Other Fees                       $   5,000              $      --
                                    ----------            -----------
Total Fees                           $ 380,120              $ 343,439
                                    ----------            -----------

     The Audit Committee of the Board of Directors has considered whether the
     provision of these services is compatible with maintaining the principal
     accountant's 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 includes fees for audits of benefit plans and audits
     related to a potential stock offering.

     All other fees includes fees for evaluations and advisory services. During
     fiscal 2002, the Audit Committee had a policy to monitor and limit as
     appropriate non-audit related services performed by our Independent
     Auditors. The policy required pre-approval by our Chief Operating Officer
     of any contract for services, other than audit and audit-related services,
     up to $100,000 and by the Audit Committee for any such contract in excess
     of $100,000. Effective in fiscal 2003, the Audit Committee further enhanced
     this policy to require pre-approval of all services performed by the
     Independent Auditors.


                                     -11-

<PAGE>

                                    PART IV


ITEM 15.    EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
            EXPLANATORY NOTE

     This Item 15 is being amended solely to amend Exhibit 23.1 of the Company's
Annual Report on Form 10-K for the year ended December 27, 2003 (the "Form
10-K").  The Form 10-K as filed with the Securities and Exchange Commission on
March 24, 2004, included an incorrect form of the consent of the Company's
independent auditors.  The attached Exhibit 23.1 is hereby substituted for the
form of consent filed on March 24, 2004, as Exhibit 23.1 to the Form 10-K.

     (3) Exhibits

     EXHIBIT NO                             TITLE OR DESCRIPTION
     ----------                             --------------------

        23.1                                Consent of KPMG, LLP














                                     -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.

                                          Date:   April 14, 2004
                                          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)


                                      -13-

<PAGE>

                                 EXHIBIT INDEX

     EXHIBIT NO                             TITLE OR DESCRIPTION
     ----------                             --------------------

        23.1                                Consent of KPMG, LLP



<PAGE>

                                                                 EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the registration statements (no.
33-65113 and No. 333-84848) on Form S-8 of Cache, Inc. of our report dated
February 20, 2004, with respect to the consolidated balance sheets of Cache,
Inc. as of December 27, 2003 and December 28, 2002, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the years
in the three-year period ended December 27, 2003, and all related financial
statement schedules, which report appears in the December 27, 2003, annual
report on Form 10-K of Cache, Inc.


                                                   KPMG LLP

New York, New York
February 20, 2004


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