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)

           LINENS 'N THINGS, INC. 2000 STOCK AWARD AND INCENTIVE 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

========================== ======================= ======================== ======================= =======================
      <S>                      <C>                    <C>                     <C>                        <C>
        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         700,000                  $26.145               $18,301,500              $4,575.38
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------

</TABLE>

                  (1)  Estimated  solely  for the  purpose  of  calculating  the
registration  fee based  upon the  Registrant's  current  estimate  of shares of
Common Stock which will be acquired,  on the open market,  by the trustee  under
the Linens 'n Things,  Inc. Rabbi Trust for the purpose of satisfying the "cash"
portion of certain performance awards made pursuant to paragraph 7 of the Linens
'n Things, Inc. 2000 Stock Award and Incentive 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 II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.           Incorporation of Documents by Reference.
                     ---------------------------------------

         This Form S-8 is filed  with the  Securities  and  Exchange  Commission
("Commission")  pursuant to General  Instruction  E to Form S-8. The contents of
the  Registration  Statement  on Form S-8 (File No.  333-42874)  filed  with the
Commission on August 2, 2000 is incorporated herein by reference.

         The  additional  shares  being  registered  pursuant  to this  Form S-8
constitute  shares of Linens 'n Things,  Inc. ("LNT") common stock which will be
acquired on the open market by the trustee of the Linens 'n Things,  Inc.  Rabbi
Trust (the "LNT Rabbi  Trust"),  using the "cash"  portion of certain  incentive
performance  awards made and to be made pursuant to Paragraph 7 of the Linens 'n
Things, Inc. 2000 Stock Award and Incentive Plan (the "Plan").  Such shares when
so  acquired  on the open  market by the  trustee of the LNT Rabbi Trust will be
held in  trust  subject  to  vesting  and  distributions  as  determined  by the
Compensation Committee in connection with such incentive performance awards.

         No  original  issuance  shares  are to be used  herewith.  Only  shares
acquired in open market  purchases by the independent  trustee will be funded in
to the LNT Rabbi Trust as referred to above.

         The  following   documents   filed  by  LNT  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).


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

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

            23(a)    Consent of KPMG LLP.

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



<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>
   NORMAL AXELROD
   _____________________                                                June 13, 2001
   Norman Axelrod             Chairman, Chief Executive
                                Officer and President
                            (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           Chief Financial Officer
                          (Principal Financial Officer and
                            Principal Accounting Officer)
</TABLE>
<PAGE>



                                INDEX TO EXHIBITS


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

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

            23(a)    Consent of KPMG LLP.

            24       Power of Attorney (included on signature page hereto).
[{"type": "S-8", "sequence": "1", "filename": "form_s-8stop.txt", "description": "STOCK AWARD PLAN", "secsgml_size_bytes": 10342}]
{"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": "333-62982", "film-number": "1660484"}, "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)

           LINENS 'N THINGS, INC. 2000 STOCK AWARD AND INCENTIVE 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         700,000                  $26.145               $18,301,500              $4,575.38
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
(1)  Estimated  solely  for the  purpose  of  calculating  the
registration  fee based  upon the  Registrant's  current  estimate  of shares of
Common Stock which will be acquired,  on the open market,  by the trustee  under
the Linens 'n Things,  Inc. Rabbi Trust for the purpose of satisfying the "cash"
portion of certain performance awards made pursuant to paragraph 7 of the Linens
'n Things, Inc. 2000 Stock Award and Incentive 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 II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.           Incorporation of Documents by Reference.
                     ---------------------------------------

         This Form S-8 is filed  with the  Securities  and  Exchange  Commission
("Commission")  pursuant to General  Instruction  E to Form S-8. The contents of
the  Registration  Statement  on Form S-8 (File No.  333-42874)  filed  with the
Commission on August 2, 2000 is incorporated herein by reference.

         The  additional  shares  being  registered  pursuant  to this  Form S-8
constitute  shares of Linens 'n Things,  Inc. ("LNT") common stock which will be
acquired on the open market by the trustee of the Linens 'n Things,  Inc.  Rabbi
Trust (the "LNT Rabbi  Trust"),  using the "cash"  portion of certain  incentive
performance  awards made and to be made pursuant to Paragraph 7 of the Linens 'n
Things, Inc. 2000 Stock Award and Incentive Plan (the "Plan").  Such shares when
so  acquired  on the open  market by the  trustee of the LNT Rabbi Trust will be
held in  trust  subject  to  vesting  and  distributions  as  determined  by the
Compensation Committee in connection with such incentive performance awards.

         No  original  issuance  shares  are to be used  herewith.  Only  shares
acquired in open market  purchases by the independent  trustee will be funded in
to the LNT Rabbi Trust as referred to above.

         The  following   documents   filed  by  LNT  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).

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

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

            23(a)    Consent of KPMG LLP.

            24       Power of Attorney (included on signature page hereto).
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
       ---------                       -----                                 ----
NORMAL AXELROD
   _____________________                                                June 13, 2001
   Norman Axelrod             Chairman, Chief Executive
                                Officer and President
                            (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           Chief Financial Officer
                          (Principal Financial Officer and
                            Principal Accounting Officer)
INDEX TO EXHIBITS

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

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

            23(a)    Consent of KPMG LLP.

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