**EXHIBIT 31.2**

**CERTIFICATIONOF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER**

**PURSUANTTO SECTION 302**

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

I, Francis M. Rowan, certifythat:

1.               I have reviewed this Annual Report on Form10-K of Linens Holding Co.;

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)   [Intentionally omitted];

(c)   Evaluated the effectiveness of the Registrant’sdisclosure controls and procedures and presented in this Report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this Report based on such evaluation; and

(d)   Disclosed in this Report any change in theRegistrant’s internal control over financial reporting that occurred during theRegistrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarterin the case of an Annual Report) that has materially affected, or is reasonablylikely to materially affect, the Registrant’s internal control over financialreporting; 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 materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrant’sability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theRegistrant’s internal control over financial reporting.
| **Date:**March 26, 2007 |   |                                               |
|-------------------------|--------|----------------------------------------------------|
|                    |   | /s/ Francis M. Rowan                               |
|                    |   | Francis M. Rowan                                   |
|                    |   | Senior Vice President and  Chief Financial Officer |
|                         |        |                                                    |  |

 

 

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