As filed with the Securities and Exchange Commission on August 2, 2000
                                                      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 of Principal Executive Offices)

           LINENS 'N THINGS, INC. 2000 STOCK AWARD AND INCENTIVE 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 and Telephone Number of Agent For Service)
                             ----------------------

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

<TABLE>
<CAPTION>

                                            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)(3)        Per Share (4)           Offering Price               Fee
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
<S>                              <C>                      <C>                 <C>                     <C>

      Common Stock,
$0.01 Par Value per share        2,000,000                $30.69              $61,380,000.00           $16,204.32
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
</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.  2000  Stock  Award and
    Incentive Plan (the "Plan").  Also  includes,  pursuant to Rule 416(b) 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) The Registrant  previously  filed a Registration  Statement on Form
    S-8 on May 9, 1997  (Registration No. 333-26827) to register shares pursuant
    to the Registrant's 1996 Incentive  Compensation Plan. This earlier Form S-8
    registered   2,312,132   shares  for  issuance   under  the  1996  Incentive
    Compensation Plan, and subsequently, on April 14, 1998, the Company effected
    a two-for-one stock split. There currently are 129,446 shares registered for
    issuance  under  the 1996  Incentive  Compensation  Plan  that have not been
    issued.  The Registrant paid fees totaling $303.97 to register such unissued
    shares.

         The Registrant previously filed a Registration Statement on Form S-8 on
     May 9, 1997 (Registration No. 333-26819) to register shares pursuant to the
     Registrant's 1996  Non-Employee  Director Stock Plan. This earlier Form S-8
     registered  200,000 shares,  prior to the April 14, 1998 two-for-one  stock
     split. There are currently 310,200 shares registered for issuance under the
     1996  Non-Employee  Director  Stock  Plan  that have not been  issued.  The
     Registrant paid fees totaling $964.68 to register such unissued shares.

         Pursuant to General  Instruction E to Form S-8 and to Rule 429(b),  the
     unissued  shares under the 1996  Incentive  Compensation  Plan and the 1996
     Non-Employee  Director Stock Plan (collectively,  the "Preexisting  Plans")
     are being carried  forward from such earlier  registration  statements and,
     accordingly,  the  Registrant  has offset the  registration  fee to be paid
     herewith by the fees that were paid on May 9, 1997.

         The Registrant is concurrently filing a Post-Effective  Amendment No. 1
     to each of the  Registration  Statements  on Form S-8,  registering  shares
     pursuant  to  the  Preexisting  Plans   (Registration  Nos.  333-26827  and
     333-26819,  respectively)  to  deregister  the issuance of unissued  shares
     pursuant to the Preexisting Plans.

         (3) In addition to the  2,000,000  shares  reserved and  available  for
    issuance  under the Plan,  an estimated  300,000  shares of Common Stock may
    become   available  for  issuance  under  the  Plan  upon  the  termination,
    forfeiture or cancellation of any outstanding  stock options or other awards
    granted  under  the  Preexisting   Plans.  The  Preexisting  Plans  will  be
    terminated effective as of the effective date of the Plan.

         (4) 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
    July 26, 2000.


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  document(s)  containing the  information  specified in this Part I
will be sent  or  given  to  employees  as  specified  by Rule  428(b)(1).  Such
documents  need  not be  filed  with  the  Commission  either  as  part  of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to  Item 3 of Part  II of  this  form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.


                                     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
                  January 1, 2000.

         2.       The  Registrant's  Quarterly  Report on Form 10-Q for the
                  quarter ended April 1, 2000, filed on May 16, 2000.

         3.       The Registrant's Form 8-K, filed on March 27, 2000,  reporting
                  the   Registrant's   adoption  of  a  Supplemental   Executive
                  Retirement Plan and related agreements.

         4.       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   after  the  date  of  this
Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  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.
            -----------------------------------------

         Under   Delaware  law,   directors,   officers,   employees  and  other
individuals may be indemnified  against expenses  (including  attorneys'  fees),
judgments,  fines and amounts paid in settlement in  connection  with  specified
actions,  suits or  proceedings,  whether  civil,  criminal,  administrative  or
investigative  if they  acted  in good  faith  and in a manner  they  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe their conduct was unlawful.  A similar standard of conduct is applicable
in the case of a derivative action,  except that indemnification only extends to
expenses  (including  attorneys'  fees)  incurred in connection  with defense or
settlement  of such an action and Delaware law requires  court  approval  before
there  can  be  any   indemnification  of  expenses  where  the  person  seeking
indemnification has been found liable to the corporation.

         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.   The
underwriting  agreement  filed as  Exhibit  1 to the  Registrant's  Registration
Statement on Form S-1 (No.  333-27239) provides for indemnification of directors
and officers of the Registrant by the underwriters of the Registrant's  offering
against certain liabilities.

   ITEM 7.  Exemption from Registration Claimed.
            -----------------------------------

            Not applicable.

   ITEM 8.  Exhibits.
            --------

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

         10.15    Linens 'n Things, Inc. 2000 Stock Award and Incentive Plan.

         15       Accountants' Acknowledgement of KPMG LLP.

         23.1     Independent Accountants' Consent of KPMG LLP.

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

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


   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
                     this Registration  Statement or any material change to such
                     information in this Registration Statement.

                     (b) That,  for the  purpose 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 Exchange Act (and,  where
                     applicable,  each  filing  of an  employee  benefit  plan's
                     annual  report  pursuant to Section  15(d) of the  Exchange
                     Act) 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  Securities   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  Securities  Act and will
                     be governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 31st day of
July, 2000.

                                          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
Securities and Exchange  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
_____________________                                                July 31, 2000
Norman Axelrod                Chairman, Chief Executive
                                Officer and President
                            (Principal Executive Officer)

PHILIP E. BEEKMAN
______________________                                               July 31, 2000
Philip E. Beekman                      Director

HAROLD F. COMPTON
______________________                                               July 19, 2000
Harold F. Compton                      Director

STANLEY P. GOLDSTEIN
_____________________                                                July 31, 2000
Stanley P. Goldstein                   Director

MORTON E. HANDEL
______________________                                               July 19, 2000
Morton E. Handel                       Director

WILLIAM T. GILES
______________________                                               July 31, 2000
William T. Giles               Chief Financial Officer
                            (Principal Financial Officer and
                             Principal Accounting Officer)

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS

   Exhibit No.       Description
   -----------       -----------

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

         10.15    Linens 'n Things, Inc. 2000 Stock Award and Incentive Plan.

         15       Accountants' Acknowledgement of  KPMG LLP.

         23.1     Independent Accountants' Consent of KPMG LLP.

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

         24       Power of Attorney (included on signature page hereto).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "INITIAL REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 21306}]
{"company-data": {"conformed-name": "LINENS N THINGS INC", "cik": "0001023052", "assigned-sic": "5700", "irs-number": "223463939", "state-of-incorporation": "DE", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42874", "film-number": "684697"}, "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 August 2, 2000
                                                      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 of Principal Executive Offices)

           LINENS 'N THINGS, INC. 2000 STOCK AWARD AND INCENTIVE 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 and Telephone Number of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                        PITNEY, HARDIN, KIPP & SZUCH LLP
                                  P.O. BOX 1945
                        MORRISTOWN, NEW JERSEY 07962-1945
                                 (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)(3)        Per Share (4)           Offering Price               Fee
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Common Stock,
$0.01 Par Value per share        2,000,000                $30.69              $61,380,000.00           $16,204.32
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
---------------------
         (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.  2000  Stock  Award and
    Incentive Plan (the "Plan").  Also  includes,  pursuant to Rule 416(b) 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) The Registrant  previously  filed a Registration  Statement on Form
    S-8 on May 9, 1997  (Registration No. 333-26827) to register shares pursuant
    to the Registrant's 1996 Incentive  Compensation Plan. This earlier Form S-8
    registered   2,312,132   shares  for  issuance   under  the  1996  Incentive
    Compensation Plan, and subsequently, on April 14, 1998, the Company effected
    a two-for-one stock split. There currently are 129,446 shares registered for
    issuance  under  the 1996  Incentive  Compensation  Plan  that have not been
    issued.  The Registrant paid fees totaling $303.97 to register such unissued
    shares.

         The Registrant previously filed a Registration Statement on Form S-8 on
     May 9, 1997 (Registration No. 333-26819) to register shares pursuant to the
     Registrant's 1996  Non-Employee  Director Stock Plan. This earlier Form S-8
     registered  200,000 shares,  prior to the April 14, 1998 two-for-one  stock
     split. There are currently 310,200 shares registered for issuance under the
     1996  Non-Employee  Director  Stock  Plan  that have not been  issued.  The
     Registrant paid fees totaling $964.68 to register such unissued shares.

         Pursuant to General  Instruction E to Form S-8 and to Rule 429(b),  the
     unissued  shares under the 1996  Incentive  Compensation  Plan and the 1996
     Non-Employee  Director Stock Plan (collectively,  the "Preexisting  Plans")
     are being carried  forward from such earlier  registration  statements and,
     accordingly,  the  Registrant  has offset the  registration  fee to be paid
     herewith by the fees that were paid on May 9, 1997.

         The Registrant is concurrently filing a Post-Effective  Amendment No. 1
     to each of the  Registration  Statements  on Form S-8,  registering  shares
     pursuant  to  the  Preexisting  Plans   (Registration  Nos.  333-26827  and
     333-26819,  respectively)  to  deregister  the issuance of unissued  shares
     pursuant to the Preexisting Plans.

         (3) In addition to the  2,000,000  shares  reserved and  available  for
    issuance  under the Plan,  an estimated  300,000  shares of Common Stock may
    become   available  for  issuance  under  the  Plan  upon  the  termination,
    forfeiture or cancellation of any outstanding  stock options or other awards
    granted  under  the  Preexisting   Plans.  The  Preexisting  Plans  will  be
    terminated effective as of the effective date of the Plan.

         (4) 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
    July 26, 2000.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  document(s)  containing the  information  specified in this Part I
will be sent  or  given  to  employees  as  specified  by Rule  428(b)(1).  Such
documents  need  not be  filed  with  the  Commission  either  as  part  of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to  Item 3 of Part  II of  this  form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                     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
                  January 1, 2000.

         2.       The  Registrant's  Quarterly  Report on Form 10-Q for the
                  quarter ended April 1, 2000, filed on May 16, 2000.

         3.       The Registrant's Form 8-K, filed on March 27, 2000,  reporting
                  the   Registrant's   adoption  of  a  Supplemental   Executive
                  Retirement Plan and related agreements.

         4.       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   after  the  date  of  this
Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  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.
            -----------------------------------------

         Under   Delaware  law,   directors,   officers,   employees  and  other
individuals may be indemnified  against expenses  (including  attorneys'  fees),
judgments,  fines and amounts paid in settlement in  connection  with  specified
actions,  suits or  proceedings,  whether  civil,  criminal,  administrative  or
investigative  if they  acted  in good  faith  and in a manner  they  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe their conduct was unlawful.  A similar standard of conduct is applicable
in the case of a derivative action,  except that indemnification only extends to
expenses  (including  attorneys'  fees)  incurred in connection  with defense or
settlement  of such an action and Delaware law requires  court  approval  before
there  can  be  any   indemnification  of  expenses  where  the  person  seeking
indemnification has been found liable to the corporation.

         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.   The
underwriting  agreement  filed as  Exhibit  1 to the  Registrant's  Registration
Statement on Form S-1 (No.  333-27239) provides for indemnification of directors
and officers of the Registrant by the underwriters of the Registrant's  offering
against certain liabilities.

   ITEM 7.  Exemption from Registration Claimed.
            -----------------------------------

            Not applicable.

   ITEM 8.  Exhibits.
            --------

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

         10.15    Linens 'n Things, Inc. 2000 Stock Award and Incentive Plan.

         15       Accountants' Acknowledgement of KPMG LLP.

         23.1     Independent Accountants' Consent of KPMG LLP.

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

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

   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
                     this Registration  Statement or any material change to such
                     information in this Registration Statement.

                     (b) That,  for the  purpose 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 Exchange Act (and,  where
                     applicable,  each  filing  of an  employee  benefit  plan's
                     annual  report  pursuant to Section  15(d) of the  Exchange
                     Act) 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  Securities   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  Securities  Act and will
                     be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 31st day of
July, 2000.

                                          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
Securities and Exchange  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
_____________________                                                July 31, 2000
Norman Axelrod                Chairman, Chief Executive
                                Officer and President
                            (Principal Executive Officer)

PHILIP E. BEEKMAN
______________________                                               July 31, 2000
Philip E. Beekman                      Director

HAROLD F. COMPTON
______________________                                               July 19, 2000
Harold F. Compton                      Director

STANLEY P. GOLDSTEIN
_____________________                                                July 31, 2000
Stanley P. Goldstein                   Director

MORTON E. HANDEL
______________________                                               July 19, 2000
Morton E. Handel                       Director

WILLIAM T. GILES
______________________                                               July 31, 2000
William T. Giles               Chief Financial Officer
                            (Principal Financial Officer and
                             Principal Accounting Officer)
INDEX TO EXHIBITS

   Exhibit No.       Description
   -----------       -----------

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

         10.15    Linens 'n Things, Inc. 2000 Stock Award and Incentive Plan.

         15       Accountants' Acknowledgement of  KPMG LLP.

         23.1     Independent Accountants' Consent of KPMG LLP.

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

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