CACH Cache Inc (CE)

Austin W. Marxe         Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600          Lowenstein Sandler PC
New York, New York 10022                65 Livingston Avenue
                        Roseland, New Jersey 07068
                        (973) 597-2406

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 31, 2014
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

____ Rule 13d-1(b)
_x__ Rule 13d-1(c)
____ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be ?filed? for the purpose of Section 18 of the Securities Exchange Act of
1934 (?Act?) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).

Cusip No. 127150308 13G Page 2 of 6 Pages
1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):

        2.      Check the Appropriate Box if a Member of a Group (See
Instructions):
        (a)     [    ]          Not Applicable
        (b)     [    ]

        3.      SEC Use Only

        4.      Source of Funds (See Instructions):  00

        5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
                                Not Applicable

        6.      Citizenship or Place of Organization:       United States

        Number of       7.      Sole Voting Power:      0
        Shares Beneficially     8.      Shared Voting Power:    3,781,946*
        Owned by
        Each Reporting  9.      Sole Dispositive Power: 0
        Person With     10.     Shared Dispositive Power:         3,781,946*__

        11.     Aggregate Amount Beneficially Owned by Each Reporting Person:
          3,781,946*

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable

13. Percent of Class Represented by Amount in Row (11): 12.2%*

14. Type of Reporting Person (See Instructions): IA, IN

* This is a joint filing by Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?) and Adam C. Stettner (?Stettner?). Marxe, Greenhouse and Stettner share sole voting and investment power over 855,837 Common Shares owned by Special Situations Cayman Fund, L.P., 2,394,574 Common Shares owned by Special Situations Fund III QP, L.P. and 531,535 Common Shares owned by Special Situations Private Equity Fund, L.P. See Items 2 and 4 of this Schedule for additional information.

Page 3 of 6 Pages

Item 1. Security and Issuer:
(a) Cache, Inc.
(b) 256 West 38th Street, New York, New York 10018

Item 2. (a) Name of Person Filing:
The persons filing this report are Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?) and Adam C. Stettner (?Stettner?), who are members of SSCayman LLC, the general partner of Special Situations Cayman Fund, L.P. (?Cayman?). Marxe, Greenhouse and Stettner are controlling principals of AWM Investment Company, Inc. (?AWM?), the general partner of MGP Advisers Limited Partnership (?MGP?), the general partner of Special Situations Fund III QP, L.P. (?SSFQP?). Marxe, Greenhouse and Stettner are members of MG Advisers L.L.C. (?MG?), the general partner of Special Situations Private Equity Fund, L.P. (?SSPE?). AWM serves as the investment adviser to Cayman, SSFQP and SSPE.

(b) Address of Principal Business Office or, if none, Residence:

The principal business address for Marxe, Greenhouse and Stettner is 527 Madison Avenue, Suite 2600, New York, NY 10022.

(c) Citizenship:

Austin W. Marxe, David M. Greenhouse and Adam C. Stettner are United States citizens.

(d) Title of Class of Securities: Common Shares
(e) CUSIP Number: 127150308.

Item 3. If this statement is filed pursuant to $240.13d-1(b) or 240.13d-
2(b), check whether the person filing is a: Not Applicable

(a) ( ) Broker or Dealer registered under section 15 of the Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act;
(d) ( ) Investment Company registered under section 8 of the Investment Company Act of 1940;
(e) ( ) An Investment Adviser in accordance with $240.13d -1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance with $240.13d-1(b)(I)(ii)(F);

Page 4 of 6 Pages

(g) ( ) A parent holding company or control person in accordance with $240.13d-
1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance

Act;
(i) ( ) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).

Item 4. Ownership:

(a) Amount Beneficially Owned: Messrs. Marxe, Greenhouse and Stettner beneficially own a total of 3,781,946 shares of Common Shares. This amount includes 855,837 Common Shares owned by Cayman, 2,394,574 Common Shares owned by SSFQP and 531,535 Common Shares owned by SSPE.

(b) Percent of Class: Messrs. Marxe, Greenhouse and Stettner beneficially own 12.2% of the shares outstanding, of which Cayman owns 2.8% of the outstanding shares, SSFQP owns 7.7% of the outstanding shares and SSPE owns 1.7% of the outstanding shares.

(c) Number of Shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 3,781,946

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of:
3,781,946

Item 5. Ownership of Five Percent or Less of a Class: If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more that five percent of the class of securities, check the following __.

Item 6.Ownership of More than Five Percent on Behalf of Another Person: Not Applicable.

Page 5 of 6 Pages

Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on By the Parent Holding Company: Not Applicable.

Item 8. Identification and Classification of Members of the Group: Not
applicable

Item 9. Notices of Dissolution of Group: Not applicable.

Item 10.Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 10, 2014







                                /s/ Austin W. Marxe
                                AUSTIN W. MARXE



                                /s/David M Greenhouse
                                DAVID M. GREENHOUSE



        /s/Adam C. Stettner
        Adam C Stettner

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

Page 6 of 6 Pages

JOINT FILING AGREEMENT

Austin W. Marxe, David M. Greenhouse and Adam C. Stettner hereby agree that the Schedule 13G to which this agreement is attached is filed on behalf of each of them.

        /s/_Austin W. Marxe
Austin W. Marxe



        /s/_David M. Greenhouse
David M. Greenhouse



        /s/ Adam C. Stettner
        Adam C. Stettner

S5313/1
1319328.02

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