**EXHIBIT 31.2**

 

**CERTIFICATION OF PRINCIPALFINANCIAL AND ACCOUNTING OFFICER**

**PURSUANT TO SECTION 302**

**OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Francis M. Rowan, certify that:

 

1.               I have reviewed this Annual Report on Form10-K/A of Linens Holding Co., Linens ’n Things, Inc., and Linens ’n ThingsCenter, 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 Registrant as of, and for, the periods presented in thisReport;

 

4.               The Registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the Registrant and have:

 

(a)   Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this Report is being prepared;

 

(b)   [Intentionallyomitted];

 

(c)   Evaluated the effectiveness of the Registrant’s disclosure controls andprocedures and presented in this Report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this Report based on such evaluation; and

 

(d)   Disclosed in this Report any change in the Registrant’s internal controlover financial reporting that occurred during the Registrant’s most recentfiscal quarter (the Registrant’s fourth fiscal quarter in the case of an AnnualReport) that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting; and

 

5                  The Registrant’s other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Registrant’s auditors and the audit committeeof the Registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)   All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the Registrant’s ability to record, process,summarize and report financial information; and

 

(b)   Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the Registrant’s internal control overfinancial reporting.

 

**Date: **September 28, 2007

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

 

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