AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1998   
                                               REGISTRATION NO. 333-____________
--------------------------------------------------------------------------------

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

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

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

                LINENS 'N THINGS, INC. DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

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

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed Maximum        Proposed Maximum            Amount of
     Securities to                to be               Offering Price             Aggregate              Registration
     be Registered          Registered (1)(2)         Per Share (3)           Offering Price                Fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
<S>                              <C>                  <C>                      <C>                     <C>                

     Common Stock,
  $0.01 Par Value per            200,000              $29.19                   $5,838,000              $1,722.21
         share

</TABLE>

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

       (1) Estimated  solely for the purpose of calculating the registration fee
        based upon the  Registrant's  current estimate of shares of Common Stock
        issuable pursuant to the Linens 'n Things,  Inc.  Deferred  Compensation
        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) In addition,  pursuant to Rule 416(c) under the Securities  Act, this
        registration  statement also covers an indeterminate amount of interests
        to be offered or sold pursuant to the Plan.

       (3) Estimated solely for the purpose of calculating the registration fee.
        Such estimate has been computed in accordance  with Rule 457(c) and Rule
        457(h) under the Securities Act based on the average high and low prices
        of the  Registrant's  Common  Stock as  reported  on the New York  Stock
        Exchange on May 27, 1998.


<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)  promulgated
under the  Securities  Act. Such documents need not be filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under 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 31, 1997.

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

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

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

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

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

ITEM 4.  Description of Securities.

                     Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

                     Not applicable.

ITEM 6.  Indemnification of Directors and Officers.

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

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

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

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

ITEM 7.  Exemption from Registration Claimed.

                     Not applicable.

ITEM 8.  Exhibits.

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

         23(a)    Consent of KPMG Peat Marwick LLP.

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

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

         99       Linens 'n Things, Inc. Deferred Compensation Plan.

ITEM 9.  Undertakings.

         1.       The undersigned Registrant hereby undertakes:

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

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

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

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

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


<PAGE>


                                   SIGNATURES

         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 2nd day of
June, 1998.

                             Linens 'n Things, Inc.
                                (Registrant)

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

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

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

<TABLE>
<CAPTION>



            Signature                      Title                     Date

   <S>                             <C>                            <C>

   NORMAN AXELROD 
   _____________________                                          June 2, 1998
   Norman Axelrod                 Chairman, Chief Executive
                                  Officer and President
                                 (Principal Executive Officer)

   PHILIP E. BEEKMAN
   ______________________                                         June 2, 1998
   Philip E. Beekman               Director


   HAROLD F. COMPTON
   ______________________                                         June 2, 1998
   Harold F. Compton               Director


   CHARLES C. CONAWAY
   _____________________                                          June 2, 1998
   Charles C. Conaway              Director


   STANLEY P. GOLDSTEIN
   ______________________                                         June 2, 1998
   Stanley P. Goldstein            Director


   WILLIAM T. GILES
   ______________________                                         June 2, 1998
   William T. Giles            Chief Financial Officer 
                             (Principal Financial Officer and
                              Principal Accounting Officer)


</TABLE>

<PAGE>


         Pursuant to the requirements of the Securities Act, the  administrative
committee of the Plan has duly caused this  Registration  Statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Clifton, State of New Jersey, on this 2nd day of June, 1998.

                                       LINENS 'N THINGS, INC. DEFERRED
                                       COMPENSATION PLAN
                                       (Plan)


                                           STANLEY P. GOLDSTEIN
                                      By:  _________________________
                                           Stanley P. Goldstein
                                           Chairman of the Compensation
                                            Committee


<PAGE>


                                INDEX TO EXHIBITS

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

         5        Opinion of Pitney, Hardin, Kipp & Szuch.

         23(a)    Consent of KPMG Peat Marwick LLP.

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

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

         99       Linens 'n Things, Inc. Deferred Compensation Plan.
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT-SECURITIES OFFERED TO EMPLOYEES", "secsgml_size_bytes": 18498}]
{"company-data": {"conformed-name": "LINENS N THINGS INC", "cik": "0001023052", "assigned-sic": "5700", "irs-number": "223463939", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55803", "film-number": "98641048"}, "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 2, 1998   
                                               REGISTRATION NO. 333-____________
--------------------------------------------------------------------------------

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

                LINENS 'N THINGS, INC. DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

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

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

                         CALCULATION OF REGISTRATION FEE
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed Maximum        Proposed Maximum            Amount of
     Securities to                to be               Offering Price             Aggregate              Registration
     be Registered          Registered (1)(2)         Per Share (3)           Offering Price                Fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
Common Stock,
  $0.01 Par Value per            200,000              $29.19                   $5,838,000              $1,722.21
         share
---------------------

       (1) Estimated  solely for the purpose of calculating the registration fee
        based upon the  Registrant's  current estimate of shares of Common Stock
        issuable pursuant to the Linens 'n Things,  Inc.  Deferred  Compensation
        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) In addition,  pursuant to Rule 416(c) under the Securities  Act, this
        registration  statement also covers an indeterminate amount of interests
        to be offered or sold pursuant to the Plan.

       (3) Estimated solely for the purpose of calculating the registration fee.
        Such estimate has been computed in accordance  with Rule 457(c) and Rule
        457(h) under the Securities Act based on the average high and low prices
        of the  Registrant's  Common  Stock as  reported  on the New York  Stock
        Exchange on May 27, 1998.
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)  promulgated
under the  Securities  Act. Such documents need not be filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under 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 31, 1997.

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

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

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

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

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

ITEM 4.  Description of Securities.

                     Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

                     Not applicable.

ITEM 6.  Indemnification of Directors and Officers.

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

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

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

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

ITEM 7.  Exemption from Registration Claimed.

                     Not applicable.

ITEM 8.  Exhibits.

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

         23(a)    Consent of KPMG Peat Marwick LLP.

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

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

         99       Linens 'n Things, Inc. Deferred Compensation Plan.

ITEM 9.  Undertakings.

         1.       The undersigned Registrant hereby undertakes:

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

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

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

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

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

         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 2nd day of
June, 1998.

                             Linens 'n Things, Inc.
                                (Registrant)

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

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

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                      Title                     Date
NORMAN AXELROD 
   _____________________                                          June 2, 1998
   Norman Axelrod                 Chairman, Chief Executive
                                  Officer and President
                                 (Principal Executive Officer)

   PHILIP E. BEEKMAN
   ______________________                                         June 2, 1998
   Philip E. Beekman               Director

   HAROLD F. COMPTON
   ______________________                                         June 2, 1998
   Harold F. Compton               Director

   CHARLES C. CONAWAY
   _____________________                                          June 2, 1998
   Charles C. Conaway              Director

   STANLEY P. GOLDSTEIN
   ______________________                                         June 2, 1998
   Stanley P. Goldstein            Director

   WILLIAM T. GILES
   ______________________                                         June 2, 1998
   William T. Giles            Chief Financial Officer 
                             (Principal Financial Officer and
                              Principal Accounting Officer)
Pursuant to the requirements of the Securities Act, the  administrative
committee of the Plan has duly caused this  Registration  Statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Clifton, State of New Jersey, on this 2nd day of June, 1998.

                                       LINENS 'N THINGS, INC. DEFERRED
                                       COMPENSATION PLAN
                                       (Plan)

                                           STANLEY P. GOLDSTEIN
                                      By:  _________________________
                                           Stanley P. Goldstein
                                           Chairman of the Compensation
                                            Committee
INDEX TO EXHIBITS

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

         5        Opinion of Pitney, Hardin, Kipp & Szuch.

         23(a)    Consent of KPMG Peat Marwick LLP.

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

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

         99       Linens 'n Things, Inc. Deferred Compensation Plan.