SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)*
Cache, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
127150-30-8
(CUSIP Number)
Jane Saul Berkey, c/o Cache, Inc., 1460 Broadway, New York, N.Y. 10036
Telephone (212) 840-4242
(Name, address and telephone number of person
authorized to receive notices and communications)
December 27, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parites to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
______________
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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. 127150-30-8
______________________________________________________________________________
(1) NAME OF REPORTING PERSON: Jane Berkey
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) //
(b) /x/
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) SOURCE OF FUNDS**: OO
______________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / /
______________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER: 744,046
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 0
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: 744,046
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 0
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 744,046
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 8.2%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON **: IN
______________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
This statement constitutes Amendment No. 3 to the Schedule 13D
dated February 26, 1996, as amended on June 6, 1997 and August 25, 1997
(as so amended, the "Schedule 13D"), and is filed by Jane Berkey,
with respect to the common stock, $.01 par value per share (the "Common
Stock") of Cache, Inc. (the "Company"), a Florida corporation.
Capitalized terms used herein and not otherwise defined in this
Amendment have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on Schedule 13D.
1. Item 3 of the Schedule 13D is amended and restated as follows:
Of the 744,046 shares of Common Stock beneficially owned by Jane
Berkey, the source and amount of funds for the acquisition of such shares are
as follows:
(i) 200,415 shares were acquired through the purchase of such
shares using personal funds;
(ii) 184,332 shares were acquired in exchange for the delivery of a
promissory note having a principal amount of $1 million
and bearing interest at an annual rate of five percent (5%)
to Joseph E. Saul, who is Jane Berkey's father and a
director of Cache (See Item 5 for disclaimer of group
membership). The promissory note is attached as Exhibit 1
to this Schedule 13D.
(iii) 44,299 shares were acquired directly as a gift, and
61,000 shares were acquired by Jane Berkey by using a cash
gift, in each case, received by Jane Berkey from her parents,
Joseph Saul and Norma Saul.
(iv) 4,000 shares were acquired on March 7, 1996 for $13,202.50.
The funds for the purchase were obtained through an
unsecured loan from Joseph Saul.
(v) 250,000 shares were acquired directly as a gift from her
father Joseph Saul.
PAGE 3 OF 4 PAGES
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: January 8, 2001
/s/ Jane Berkey
Jane Berkey
PAGE 4 OF 4 PAGES
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2069323.2
