As filed with the Securities and Exchange Commission on June 14, 2001
                                                      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)

                           LNT Broad-Based Equity Plan
                           ---------------------------
                            (Full Title of the Plan)

                                 BRIAN D. SILVA
         SENIOR VICE PRESIDENT, HUMAN RESOURCES AND CORPORATE SECRETARY
                             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)           Per Share (2)         Offering Price (2)             Fee
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
<S>                              <C>                       <C>                   <C>                       <C>
      Common Stock,
$0.01 Par Value per share        4,000,000                 $26.145               $104,580,000              $26,145
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------

</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 LNT  Broad-Based  Equity 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) 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
    June 13, 2001.


<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  December 30, 2000, filed on March 29, 2001.

            2.       The  Registrant's  Quarterly  Report  on Form  10-Q for the
                     quarter ended March 31, 2001, filed on May 14, 2001.

            3.       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 and the LNT Broad-Based Equity
   Plan  ("Plan")  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.

            10.17             LNT Broad-Based Equity Plan.

            15                Acknowledgement  of  KPMG  LLP  regarding  use  of
                              interim financial information.

            23(a)             Consent of KPMG LLP.

            23(b)             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 thirteenth
   day of June, 2001.

                                       Linens 'n Things, Inc.
                                       (Registrant)

                                            BRIAN D. SILVA
                                       By:  _______________________________
                                            Brian D. Silva
                                            Senior Vice President, Human
                                            Resources and Corporate Secretary


            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
   _____________________                                                June 13, 2001
   Norman Axelrod             Chairman and Chief Executive
                           Officer (Principal Executive Officer)

   PHILIP E. BEEKMAN
   ______________________                                               June 13, 2001
   Philip E. Beekman                  Director

   HAROLD F. COMPTON
   ______________________                                               June 13, 2001
   Harold F. Compton                  Director

   STANLEY P. GOLDSTEIN
   ______________________                                               June 13, 2001
   Stanley P. Goldstein               Director

   MORTON E. HANDEL
   ______________________                                               June 13, 2001
   Morton E. Handel                   Director

   WILLIAM T. GILES
   ______________________                                               June 13, 2001
   William T. Giles           Senior Vice President, 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.

            10.17             LNT Broad-Based Equity Plan.

            15                Acknowledgement  of  KPMG  LLP  regarding  use  of
                              interim financial information.

            23(a)             Consent of KPMG LLP.

            23(b)             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": "forms-8_broad.txt", "description": "BROAD EQUITY PLAN", "secsgml_size_bytes": 18879}]
{"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": "333-62984", "film-number": "1660485"}, "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 June 14, 2001
                                                      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)

                           LNT Broad-Based Equity Plan
                           ---------------------------
                            (Full Title of the Plan)

                                 BRIAN D. SILVA
         SENIOR VICE PRESIDENT, HUMAN RESOURCES AND CORPORATE SECRETARY
                             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)           Per Share (2)         Offering Price (2)             Fee
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Common Stock,
$0.01 Par Value per share        4,000,000                 $26.145               $104,580,000              $26,145
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
(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 LNT  Broad-Based  Equity 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) 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
    June 13, 2001.
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  December 30, 2000, filed on March 29, 2001.

            2.       The  Registrant's  Quarterly  Report  on Form  10-Q for the
                     quarter ended March 31, 2001, filed on May 14, 2001.

            3.       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 and the LNT Broad-Based Equity
   Plan  ("Plan")  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.

            10.17             LNT Broad-Based Equity Plan.

            15                Acknowledgement  of  KPMG  LLP  regarding  use  of
                              interim financial information.

            23(a)             Consent of KPMG LLP.

            23(b)             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 thirteenth
   day of June, 2001.

                                       Linens 'n Things, Inc.
                                       (Registrant)

                                            BRIAN D. SILVA
                                       By:  _______________________________
                                            Brian D. Silva
                                            Senior Vice President, Human
                                            Resources and Corporate Secretary

            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
   _____________________                                                June 13, 2001
   Norman Axelrod             Chairman and Chief Executive
                           Officer (Principal Executive Officer)

   PHILIP E. BEEKMAN
   ______________________                                               June 13, 2001
   Philip E. Beekman                  Director

   HAROLD F. COMPTON
   ______________________                                               June 13, 2001
   Harold F. Compton                  Director

   STANLEY P. GOLDSTEIN
   ______________________                                               June 13, 2001
   Stanley P. Goldstein               Director

   MORTON E. HANDEL
   ______________________                                               June 13, 2001
   Morton E. Handel                   Director

   WILLIAM T. GILES
   ______________________                                               June 13, 2001
   William T. Giles           Senior Vice President, Chief
                              Financial Officer (Principal
                             Financial Officer and Principal
                                   Accounting Officer)
INDEX TO EXHIBITS

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

            5                 Opinion of Pitney, Hardin, Kipp & Szuch LLP.

            10.17             LNT Broad-Based Equity Plan.

            15                Acknowledgement  of  KPMG  LLP  regarding  use  of
                              interim financial information.

            23(a)             Consent of KPMG LLP.

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

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