**EXHIBIT 31.2**

 

**CERTIFICATIONOF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER**

**PURSUANTTO SECTION 302**

**OF THESARBANES-OXLEY ACT OF 2002**

 

I,Francis M. Rowan, certify that:

 

1.               I have reviewed this Annual Report on Form 10-Kof Linens Holding Co., Linens ’n Things, Inc. and Linens ’n Things Center, Inc.;

 

2.               Based on my knowledge, this Report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this Report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this Report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrants as of, and for, the periods presented in thisReport;

 

4.               The Registrants’ other certifying officer(s) andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Registrants and have:

 

(a)   Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theRegistrants, including their consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisReport is being prepared;

 

(b)   Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

(c)   Evaluated the effectiveness of theRegistrants’ disclosure controls and procedures and presented in this Reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this Report based on suchevaluation; and

 

(d)   Disclosed in this Report any change in theRegistrants’ internal control over financial reporting that occurred during theRegistrants’ most recent fiscal quarter (the Registrants’ fourth fiscal quarterin the case of an Annual Report) that has materially affected, or is reasonablylikely to materially affect, the Registrants’ internal control over financialreporting; and

 

5                  The Registrants’ other certifying officer(s) andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrants’ auditors and the audit committee ofthe Registrants’ board of directors (or persons performing the equivalentfunctions):

 

(a)   All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrants’ability to record, process, summarize and report financial information; and

 

(b)   Any fraud,whether or not material, that involves management or other employees who have asignificant role in the Registrants’ internal control over financial reporting.

 

**Date: **March 20, 2008

 
|   | /s/ Francis M. Rowan                               |
|--------|----------------------------------------------------|
|   | Francis M. Rowan                                   |
|   | Senior Vice President and Chief Financial  Officer |

 

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