AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
                                                       REGISTRATION NO. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             LINENS 'N THINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                     22-3463939
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)      

                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
          (Address, including Zip Code, of Principal Executive Offices)

                       LINENS 'N THINGS, INC. 401(K) PLAN
                            (Full Title of the Plan)

                                 NORMAN AXELROD
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                             LINENS 'N THINGS, INC.
                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
                                  (973)778-1300
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed Maximum        Proposed Maximum            Amount of
     Securities to                to be               Offering Price             Aggregate              Registration
     be Registered          Registered (1)(2)         Per Share (3)           Offering Price                Fee
========================= ======================= ======================= ======================== ========================
<S>                              <C>                      <C>                     <C>                      <C>           
     Common Stock,
  $0.01 par value per            75,000                  $35.5625                $2,667,187.5             $741.48
         share
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
</TABLE>

---------------------

(1)     Estimated  solely for the purpose of calculating  the  registration  fee
        based upon the  Registrant's  current estimate of shares of Common Stock
        issuable  pursuant  to the  Linens  'n  Things,  Inc.  401(k)  Plan (the
        "Plan"). Also includes, pursuant to Rule 416 under the Securities Act of
        1933, as amended (the  "Securities  Act"),  additional  shares of Common
        Stock that may be issuable  pursuant to anti-dilution  provisions of the
        Plan.

(2)     In addition,  pursuant to Rule 416(c)  under the  Securities  Act,  this
        registration  statement also covers an indeterminate amount of interests
        to be offered or sold pursuant to the Plan.

(3)     Estimated  solely for the purpose of calculating the  registration  fee.
        Such estimate has been computed in accordance  with Rule 457(c) and Rule
        457(h) under the Securities Act based on the average high and low prices
        of the  Registrant's  Common  Stock as  reported  on the New York  Stock
        Exchange on February 1, 1999.

<PAGE>


                                     PART I

   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

   ITEM 1.  Plan Information.

            Not filed with this Registration Statement.

   ITEM 2.  Registrant Information and Employee Plan Annual Information.

            Not filed with this Registration Statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.           Incorporation of Documents by Reference.

            The  following  documents  filed by  Linens  'n  Things,  Inc.  (the
   "Registrant")  with the  Commission  are  incorporated  by  reference in this
   Registration Statement:

            1.       The  Registrant's  Annual  Report on Form 10-K for the year
                     ended December 31, 1997.

            2.       The Plan's  Annual  Report on Form 11-K,  filed on February
                     5,  1999, for the year ended December 31, 1997.

            3.       The  Registrant's  Form  8-K,  filed  on  April  15,  1998,
                     reporting the Registrant's  approval of a two-for-one split
                     of its Common Stock,  to be effected in the form of a stock
                     dividend.

            4.       The  Registrant's  Quarterly  Report on Form 10-Q, filed on
                     May 12, 1998, for the quarter ended March 28, 1998.

            5.       The Registrant's Form 8-K, filed on May 12, 1998, reporting
                     the March 31, 1998  amendment  to the  Registrant's  Credit
                     Agreement dated as of November 20, 1996.

            6.       The  Registrant's  Quarterly  Report on Form 10-Q, filed on
                     July 22, 1998, for the quarter ended June 27, 1998.

            7.       The  Registrant's  Quarterly  Report on Form 10-Q, filed on
                     November  10, 1998,  for the quarter  ended  September  26,
                     1998.

            8.       The Description of the Registrant's  Common Stock contained
                     in the Registration Statement on Form S-1 (No. 333-27239).

            All documents  filed by the Registrant  pursuant to Sections  13(a),
   13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior
   to  the  filing  of a  post-effective  amendment  which  indicates  that  all
   securities  offered have been sold or which  deregisters  all securities then
   remaining  unsold,  hereby are incorporated  herein by reference and shall be
   deemed a part hereof from the date of filing of such documents. Any statement
   contained  in a  document  incorporated  or  deemed  to  be  incorporated  by
   reference herein shall be deemed to be modified or superseded for purposes of
   this Registration  Statement to the extent that a statement  contained herein
   or in any other  subsequently filed document which also is or is deemed to be
   incorporated by reference  herein modifies or supersedes such statement.  Any
   such  statement so modified or superseded  shall not be deemed,  except as so
   modified or superseded, to constitute a part of this Registration Statement.

   ITEM 4.           Description of Securities.

                     Not applicable.

   ITEM 5.           Interests of Named Experts and Counsel.

                     Not applicable.

   ITEM 6.           Indemnification of Directors and Officers.

         Section  145  of the  Delaware  General  Corporation  Act  permits  the
   Registrant to indemnify  officers,  directors or employees  against  expenses
   (including attorney's fees), judgments,  fines and amounts paid in settlement
   in  connection  with legal  proceedings  "if {as to any officer,  director or
   employee} he acted in good faith and in a manner he reasonably believed to be
   in, or not opposed  to, the best  interests  of the  corporation,  and,  with
   respect to any criminal act or proceeding, had no reasonable cause to believe
   his conduct was  unlawful,"  provided  that with respect to actions by, or in
   the right of, the corporation against,  such individuals,  indemnification is
   not  permitted  as to any matter as to which  such  person  "shall  have been
   adjudged  to be liable to the  corporation,  unless,  and only to the  extent
   that,  the Court of  Chancery  or the court in which such  action or suit was
   brought shall determine upon  application  that,  despite the adjudication of
   liability,  but in view of all the  circumstances of the case, such person is
   fairly and reasonably entitled to indemnity for such expenses which the Court
   of  Chancery  or such other court  shall deem  proper."  Individuals  who are
   successful  in the defense of such action are entitled to indemnity  for such
   expenses reasonably incurred in connection therewith.

         Article Ninth of the Amended and Restated  Certificate of Incorporation
   of the Registrant requires the Registrant to indemnify directors and officers
   against liabilities which they may incur under the circumstances set forth in
   the preceding  paragraph.  The right of indemnification in Article Ninth also
   includes  the right to be paid by the  Registrant  the  expenses  incurred in
   connection with a legal proceeding in advance of its final disposition to the
   fullest  extent  authorized  by Delaware  law.  The right to  indemnification
   conferred under Article Ninth is a contract right.

         The Registrant  maintains  standard  policies of insurance  under which
   coverage is provided (a) to its directors  and officers  against loss arising
   from claims made by reason of breach of duty or other  wrongful  act, and (b)
   to  the  Registrant  with  respect  to  payments  which  may be  made  by the
   Registrant   to  such   officers   and   directors   pursuant  to  the  above
   indemnification provision or otherwise as a matter of law.

         The  underwriting  agreement  filed as  Exhibit  1 to the  Registrant's
   Registration   Statement   on  Form  S-1   (No.   333-12267)   provides   for
   indemnification   of  directors  and  officers  of  the   Registrant  by  the
   underwriters  of the  Registrant's  initial public  offering  against certain
   liabilities.

   ITEM 7.           Exemption from Registration Claimed.

                     Not applicable.

   ITEM 8.           Exhibits.

            (a)      5     Opinion of Pitney,  Hardin,  Kipp & Szuch,  as to the
                           legality of the  securities being registered.

                     23(a) Consent of KPMG LLP.

                     23(b) Consent of Pitney, Hardin, Kipp & Szuch (included
                           in Exhibit 5 hereto).

                     24    Power of Attorney (included on signature page hereto)

                     99    Linens 'n Things, Inc. 401(k) Plan.

              (b) The  undersigned  Registrant  has  submitted  the Plan and any
amendments  thereto to the  Internal  Revenue  Service  (the  "IRS") in a timely
manner and will make all  changes  required  by the IRS in order to qualify  the
Plan under Section 401 of the Internal Revenue Code of 1986, as amended to date.

   ITEM 9.           Undertakings.

            1.       The undersigned Registrant hereby undertakes:

                    (a) To file,  during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material  information with respect
                     to the plan of distribution not previously disclosed in the
                     Registration  Statement  or any  material  change  to  such
                     information in the Registration Statement.

                     (b) That, for purposes of determining  any liability  under
                     the  Securities  Act,  each such  post-effective  amendment
                     shall be deemed to be a new registration statement relating
                     to the securities offered therein, and the offering of such
                     securities  at that time shall be deemed to be the  initial
                     bona fide offering thereof.

                     (c)  To   remove   from   registration   by   means   of  a
                     post-effective   amendment  any  of  the  securities  being
                     registered  which remain unsold at the  termination  of the
                     offering.

            2.       The  undersigned  Registrant  hereby  undertakes  that, for
                     purposes of determining  any liability under the Securities
                     Act, each filing of the Registrant's annual report pursuant
                     to Section 13(a) or 15(d) of the Securities Exchange Act of
                     1934 that is incorporated by reference in this Registration
                     Statement  shall  be  deemed  to  be  a  new   registration
                     statement relating to the securities  offered therein,  and
                     the  offering  of such  securities  at that  time  shall be
                     deemed to be the initial bona fide offering thereof.

            3.       Insofar as  indemnification  for liabilities  arising under
                     the Securities Act may be permitted to directors,  officers
                     and controlling  persons of the Registrant  pursuant to the
                     foregoing provisions, or otherwise, the Registrant has been
                     advised that in the opinion of the  Securities and Exchange
                     Commission such indemnification is against public policy as
                     expressed in the Act and is, therefore,  unenforceable.  In
                     the event  that a claim for  indemnification  against  such
                     liabilities  (other than the payment by the  Registrant  of
                     expenses  incurred  or  paid  by  a  director,  officer  or
                     controlling  person  of the  Registrant  in the  successful
                     defense of any action,  suit or  proceeding) is asserted by
                     such director,  officer or controlling person in connection
                     with the securities being registered,  the Registrant will,
                     unless in the  opinion of its  counsel  the matter has been
                     settled  by  controlling  precedent,  submit  to a court of
                     appropriate   jurisdiction   the   question   whether  such
                     indemnification by it is against public policy as expressed
                     in the Act and will be governed  by the final  adjudication
                     of such issue.



<PAGE>




                                   SIGNATURES

            The Registrant.  Pursuant to the  requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Clifton,  State of New Jersey, on this 3rd day
of February, 1999.

                            Linens 'n Things, Inc.
                            (Registrant)

                                 NORMAN AXELROD
                            By:  _______________________________________________
                                 Norman Axelrod
                                 Chairman, Chief Executive Officer and President
                                 (Principal Executive Officer)

            KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the Registrant hereby severally constitutes and appoints Norman
Axelrod,  William T. Giles and Brian D. Silva,  and each of them, their true and
lawful  attorney-in-fact  for the undersigned,  in any and all capacities,  with
full power of substitution,  to sign any and all amendments to this Registration
Statement  (including  post-effective  amendments),  and to file the  same  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could in person,  hereby ratifying and confirming all that said attorney-in-fact
may lawfully do or cause to be done by virtue hereof.

            Pursuant  to  the   requirements   of  the   Securities   Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


            Signature                           Title                                     Date

<S>                              <C>                                             <C>

NORMAN AXELROD
---------------------
Norman Axelrod                         Chairman, Chief Executive Officer         February 3, 1999
                                 and President (Principal Executive Officer)

PHILIP H. BEEKMAN
----------------------
Philip E. Beekman                               Director                         February 3, 1999

HAROLD F. COMPTON
----------------------
Harold F. Compton                               Director                         February 3, 1999

CHARLES C. CONAWAY
---------------------
Charles C. Conaway                              Director                         February 3, 1999

STANLEY P. GOLDSTEIN
----------------------
Stanley P. Goldstein                            Director                         February 3, 1999

WILLIAM T. GILES
----------------------
William T. Giles                       Chief Financial Officer                   February 3, 1999
                                       (Principal Financial Officer and
                                       Principal Accounting Officer)


</TABLE>

<PAGE>


            The Plan.  Pursuant to the  requirements  of the Securities Act, the
administrative committee of the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Clifton, State of New Jersey, on this 3rd day of February, 1999.

                                    LINENS 'N THINGS, INC. 401(k) Plan 
                                    (Plan)


                                         BRIAN D. SILVA
                                    By:  _________________________
                                         Brian D. Silva
                                         Senior Vice President, Human Resources



<PAGE>




                                INDEX TO EXHIBITS

   Exhibit No.    Description

        5         Opinion of Pitney, Hardin, Kipp & Szuch.

      23(a)       Consent of KPMG LLP.

      23(b)       Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                  hereto).

      24          Power of Attorney (included on signature page hereto).

      99          Linens 'n Things, Inc. 401(k) Plan
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT-SECURITIES OFFERED TO EMPLOYEES", "secsgml_size_bytes": 19384}]
{"company-data": {"conformed-name": "LINENS N THINGS INC", "cik": "0001023052", "assigned-sic": "5700", "irs-number": "223463939", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71903", "film-number": "99522778"}, "business-address": {"street1": "6 BRIGHTON RD", "city": "CLIFTON", "state": "NJ", "zip": "07015", "phone": "9737781300"}, "mail-address": {"street1": "6 BRIGHTON RD", "city": "CLIFTON", "state": "NJ", "zip": "07015"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
                                                       REGISTRATION NO. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             LINENS 'N THINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                     22-3463939
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)      

                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
          (Address, including Zip Code, of Principal Executive Offices)

                       LINENS 'N THINGS, INC. 401(K) PLAN
                            (Full Title of the Plan)

                                 NORMAN AXELROD
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                             LINENS 'N THINGS, INC.
                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
                                  (973)778-1300
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300

                         CALCULATION OF REGISTRATION FEE
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed Maximum        Proposed Maximum            Amount of
     Securities to                to be               Offering Price             Aggregate              Registration
     be Registered          Registered (1)(2)         Per Share (3)           Offering Price                Fee
========================= ======================= ======================= ======================== ========================
Common Stock,
  $0.01 par value per            75,000                  $35.5625                $2,667,187.5             $741.48
         share
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
---------------------

(1)     Estimated  solely for the purpose of calculating  the  registration  fee
        based upon the  Registrant's  current estimate of shares of Common Stock
        issuable  pursuant  to the  Linens  'n  Things,  Inc.  401(k)  Plan (the
        "Plan"). Also includes, pursuant to Rule 416 under the Securities Act of
        1933, as amended (the  "Securities  Act"),  additional  shares of Common
        Stock that may be issuable  pursuant to anti-dilution  provisions of the
        Plan.

(2)     In addition,  pursuant to Rule 416(c)  under the  Securities  Act,  this
        registration  statement also covers an indeterminate amount of interests
        to be offered or sold pursuant to the Plan.

(3)     Estimated  solely for the purpose of calculating the  registration  fee.
        Such estimate has been computed in accordance  with Rule 457(c) and Rule
        457(h) under the Securities Act based on the average high and low prices
        of the  Registrant's  Common  Stock as  reported  on the New York  Stock
        Exchange on February 1, 1999.
PART I

   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

   ITEM 1.  Plan Information.

            Not filed with this Registration Statement.

   ITEM 2.  Registrant Information and Employee Plan Annual Information.

            Not filed with this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.           Incorporation of Documents by Reference.

            The  following  documents  filed by  Linens  'n  Things,  Inc.  (the
   "Registrant")  with the  Commission  are  incorporated  by  reference in this
   Registration Statement:

            1.       The  Registrant's  Annual  Report on Form 10-K for the year
                     ended December 31, 1997.

            2.       The Plan's  Annual  Report on Form 11-K,  filed on February
                     5,  1999, for the year ended December 31, 1997.

            3.       The  Registrant's  Form  8-K,  filed  on  April  15,  1998,
                     reporting the Registrant's  approval of a two-for-one split
                     of its Common Stock,  to be effected in the form of a stock
                     dividend.

            4.       The  Registrant's  Quarterly  Report on Form 10-Q, filed on
                     May 12, 1998, for the quarter ended March 28, 1998.

            5.       The Registrant's Form 8-K, filed on May 12, 1998, reporting
                     the March 31, 1998  amendment  to the  Registrant's  Credit
                     Agreement dated as of November 20, 1996.

            6.       The  Registrant's  Quarterly  Report on Form 10-Q, filed on
                     July 22, 1998, for the quarter ended June 27, 1998.

            7.       The  Registrant's  Quarterly  Report on Form 10-Q, filed on
                     November  10, 1998,  for the quarter  ended  September  26,
                     1998.

            8.       The Description of the Registrant's  Common Stock contained
                     in the Registration Statement on Form S-1 (No. 333-27239).

            All documents  filed by the Registrant  pursuant to Sections  13(a),
   13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior
   to  the  filing  of a  post-effective  amendment  which  indicates  that  all
   securities  offered have been sold or which  deregisters  all securities then
   remaining  unsold,  hereby are incorporated  herein by reference and shall be
   deemed a part hereof from the date of filing of such documents. Any statement
   contained  in a  document  incorporated  or  deemed  to  be  incorporated  by
   reference herein shall be deemed to be modified or superseded for purposes of
   this Registration  Statement to the extent that a statement  contained herein
   or in any other  subsequently filed document which also is or is deemed to be
   incorporated by reference  herein modifies or supersedes such statement.  Any
   such  statement so modified or superseded  shall not be deemed,  except as so
   modified or superseded, to constitute a part of this Registration Statement.

   ITEM 4.           Description of Securities.

                     Not applicable.

   ITEM 5.           Interests of Named Experts and Counsel.

                     Not applicable.

   ITEM 6.           Indemnification of Directors and Officers.

         Section  145  of the  Delaware  General  Corporation  Act  permits  the
   Registrant to indemnify  officers,  directors or employees  against  expenses
   (including attorney's fees), judgments,  fines and amounts paid in settlement
   in  connection  with legal  proceedings  "if {as to any officer,  director or
   employee} he acted in good faith and in a manner he reasonably believed to be
   in, or not opposed  to, the best  interests  of the  corporation,  and,  with
   respect to any criminal act or proceeding, had no reasonable cause to believe
   his conduct was  unlawful,"  provided  that with respect to actions by, or in
   the right of, the corporation against,  such individuals,  indemnification is
   not  permitted  as to any matter as to which  such  person  "shall  have been
   adjudged  to be liable to the  corporation,  unless,  and only to the  extent
   that,  the Court of  Chancery  or the court in which such  action or suit was
   brought shall determine upon  application  that,  despite the adjudication of
   liability,  but in view of all the  circumstances of the case, such person is
   fairly and reasonably entitled to indemnity for such expenses which the Court
   of  Chancery  or such other court  shall deem  proper."  Individuals  who are
   successful  in the defense of such action are entitled to indemnity  for such
   expenses reasonably incurred in connection therewith.

         Article Ninth of the Amended and Restated  Certificate of Incorporation
   of the Registrant requires the Registrant to indemnify directors and officers
   against liabilities which they may incur under the circumstances set forth in
   the preceding  paragraph.  The right of indemnification in Article Ninth also
   includes  the right to be paid by the  Registrant  the  expenses  incurred in
   connection with a legal proceeding in advance of its final disposition to the
   fullest  extent  authorized  by Delaware  law.  The right to  indemnification
   conferred under Article Ninth is a contract right.

         The Registrant  maintains  standard  policies of insurance  under which
   coverage is provided (a) to its directors  and officers  against loss arising
   from claims made by reason of breach of duty or other  wrongful  act, and (b)
   to  the  Registrant  with  respect  to  payments  which  may be  made  by the
   Registrant   to  such   officers   and   directors   pursuant  to  the  above
   indemnification provision or otherwise as a matter of law.

         The  underwriting  agreement  filed as  Exhibit  1 to the  Registrant's
   Registration   Statement   on  Form  S-1   (No.   333-12267)   provides   for
   indemnification   of  directors  and  officers  of  the   Registrant  by  the
   underwriters  of the  Registrant's  initial public  offering  against certain
   liabilities.

   ITEM 7.           Exemption from Registration Claimed.

                     Not applicable.

   ITEM 8.           Exhibits.

            (a)      5     Opinion of Pitney,  Hardin,  Kipp & Szuch,  as to the
                           legality of the  securities being registered.

                     23(a) Consent of KPMG LLP.

                     23(b) Consent of Pitney, Hardin, Kipp & Szuch (included
                           in Exhibit 5 hereto).

                     24    Power of Attorney (included on signature page hereto)

                     99    Linens 'n Things, Inc. 401(k) Plan.

              (b) The  undersigned  Registrant  has  submitted  the Plan and any
amendments  thereto to the  Internal  Revenue  Service  (the  "IRS") in a timely
manner and will make all  changes  required  by the IRS in order to qualify  the
Plan under Section 401 of the Internal Revenue Code of 1986, as amended to date.

   ITEM 9.           Undertakings.

            1.       The undersigned Registrant hereby undertakes:

                    (a) To file,  during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material  information with respect
                     to the plan of distribution not previously disclosed in the
                     Registration  Statement  or any  material  change  to  such
                     information in the Registration Statement.

                     (b) That, for purposes of determining  any liability  under
                     the  Securities  Act,  each such  post-effective  amendment
                     shall be deemed to be a new registration statement relating
                     to the securities offered therein, and the offering of such
                     securities  at that time shall be deemed to be the  initial
                     bona fide offering thereof.

                     (c)  To   remove   from   registration   by   means   of  a
                     post-effective   amendment  any  of  the  securities  being
                     registered  which remain unsold at the  termination  of the
                     offering.

            2.       The  undersigned  Registrant  hereby  undertakes  that, for
                     purposes of determining  any liability under the Securities
                     Act, each filing of the Registrant's annual report pursuant
                     to Section 13(a) or 15(d) of the Securities Exchange Act of
                     1934 that is incorporated by reference in this Registration
                     Statement  shall  be  deemed  to  be  a  new   registration
                     statement relating to the securities  offered therein,  and
                     the  offering  of such  securities  at that  time  shall be
                     deemed to be the initial bona fide offering thereof.

            3.       Insofar as  indemnification  for liabilities  arising under
                     the Securities Act may be permitted to directors,  officers
                     and controlling  persons of the Registrant  pursuant to the
                     foregoing provisions, or otherwise, the Registrant has been
                     advised that in the opinion of the  Securities and Exchange
                     Commission such indemnification is against public policy as
                     expressed in the Act and is, therefore,  unenforceable.  In
                     the event  that a claim for  indemnification  against  such
                     liabilities  (other than the payment by the  Registrant  of
                     expenses  incurred  or  paid  by  a  director,  officer  or
                     controlling  person  of the  Registrant  in the  successful
                     defense of any action,  suit or  proceeding) is asserted by
                     such director,  officer or controlling person in connection
                     with the securities being registered,  the Registrant will,
                     unless in the  opinion of its  counsel  the matter has been
                     settled  by  controlling  precedent,  submit  to a court of
                     appropriate   jurisdiction   the   question   whether  such
                     indemnification by it is against public policy as expressed
                     in the Act and will be governed  by the final  adjudication
                     of such issue.
SIGNATURES

            The Registrant.  Pursuant to the  requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Clifton,  State of New Jersey, on this 3rd day
of February, 1999.

                            Linens 'n Things, Inc.
                            (Registrant)

                                 NORMAN AXELROD
                            By:  _______________________________________________
                                 Norman Axelrod
                                 Chairman, Chief Executive Officer and President
                                 (Principal Executive Officer)

            KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the Registrant hereby severally constitutes and appoints Norman
Axelrod,  William T. Giles and Brian D. Silva,  and each of them, their true and
lawful  attorney-in-fact  for the undersigned,  in any and all capacities,  with
full power of substitution,  to sign any and all amendments to this Registration
Statement  (including  post-effective  amendments),  and to file the  same  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could in person,  hereby ratifying and confirming all that said attorney-in-fact
may lawfully do or cause to be done by virtue hereof.

            Pursuant  to  the   requirements   of  the   Securities   Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                           Title                                     Date
NORMAN AXELROD
---------------------
Norman Axelrod                         Chairman, Chief Executive Officer         February 3, 1999
                                 and President (Principal Executive Officer)

PHILIP H. BEEKMAN
----------------------
Philip E. Beekman                               Director                         February 3, 1999

HAROLD F. COMPTON
----------------------
Harold F. Compton                               Director                         February 3, 1999

CHARLES C. CONAWAY
---------------------
Charles C. Conaway                              Director                         February 3, 1999

STANLEY P. GOLDSTEIN
----------------------
Stanley P. Goldstein                            Director                         February 3, 1999

WILLIAM T. GILES
----------------------
William T. Giles                       Chief Financial Officer                   February 3, 1999
                                       (Principal Financial Officer and
                                       Principal Accounting Officer)
The Plan.  Pursuant to the  requirements  of the Securities Act, the
administrative committee of the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Clifton, State of New Jersey, on this 3rd day of February, 1999.

                                    LINENS 'N THINGS, INC. 401(k) Plan 
                                    (Plan)

                                         BRIAN D. SILVA
                                    By:  _________________________
                                         Brian D. Silva
                                         Senior Vice President, Human Resources
INDEX TO EXHIBITS

   Exhibit No.    Description

        5         Opinion of Pitney, Hardin, Kipp & Szuch.

      23(a)       Consent of KPMG LLP.

      23(b)       Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                  hereto).

      24          Power of Attorney (included on signature page hereto).

      99          Linens 'n Things, Inc. 401(k) Plan