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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-K

         Annual Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 1997

                                (No Fee Required)
                         Commission File Number 1-12381

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                             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
    incorporation or organization)                          Identification No.)

             6 Brighton Road
           Clifton, New Jersey                                    07015
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (973) 778-1300

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

    Title of Each Class                Name of Each Exchange on Which Registered
    -------------------                -----------------------------------------
Common Stock, $0.01 par value                     New York Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                          Yes  _X_                   No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _X_

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
Registrant  on March 17,  1998,  based on the closing sale price on the New York
Stock  Exchange on such date,  was  approximately  $994  million.

The number of outstanding  shares of the  Registrant's  common stock,  $0.01 par
value, as of March 17, 1998 was 19,430,519.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  Annual Report to Shareholders for the fiscal year
ended December 31, 1997 are incorporated by reference into Part II, and portions
of the Registrant's  Proxy Statement for the 1998 Annual Meeting of Shareholders
are incorporated by reference into Part III.

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                                Table of Contents

Form 10-K
Item No.   Name of Item                                                    Page
-------    ------------                                                    ----

                                     PART I

Item 1.   Business.........................................................   3
Item 2.   Properties.......................................................  12
Item 3.   Legal Proceedings................................................  12
Item 4.   Submission of Matters to a Vote of
              Security Holders.............................................  12

                                     PART II

Item 5.   Market for Registrant's Common Equity
              and Related Stockholder Matters..............................  13
Item 6.   Selected Financial Data..........................................  13
Item 7.   Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations...................................................  13
Item 7A.  Quantitative and Qualitative Disclosures
               About Market Risk...........................................  13
Item 8.   Financial Statements and Supplementary
              Data.........................................................  13
Item 9.   Changes in and Disagreements with
              Accountants on Accounting and Financial
              Disclosure...................................................  13

                                    PART III

Item 10.  Directors and Executive Officers of
              the Registrant...............................................  14
Item 11.  Executive Compensation...........................................  14
Item 12.  Security Ownership of Certain Beneficial
              Owners and Management........................................  14
Item 13.  Certain Relationships and Related
              Transactions.................................................  14

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and
              Reports on Form 8-K..........................................  15


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                                     PART I

Item 1.  Business

General

      Linens 'n Things,  Inc.  and its  subsidiaries  ("Linens 'n Things" or the
"Company")  is one of the  leading,  national  large  format  retailers  of home
textiles,  housewares and home accessories  operating 176 stores in 37 states as
of December  31,  1997.  As of December  31,  1997,  the  Company  operated  153
superstores  averaging  approximately  35,000  gross  square feet in size and 23
smaller traditional stores averaging  approximately  10,000 gross square feet in
size.  The Company's  newest stores range between 38,000 and 42,000 gross square
feet in size and are  located  in strip  malls or power  center  locations.  The
Company's  business  strategy is to offer a broad  assortment  of high  quality,
brand name  merchandise  at everyday  low  prices,  provide  efficient  customer
service and maintain low operating costs.

      Linens 'n Things'  extensive  selection of over 25,000 Stock Keeping Units
("SKUs") in its superstores is driven by the Company's  commitment to offering a
broad and deep assortment of high quality,  brand name "linens" (e.g.,  bedding,
towels  and  pillows)  and  "things"  (e.g.,  housewares  and home  accessories)
merchandise.  Brand names sold by the Company include Wamsutta, Martex, Waverly,
Laura Ashley, Royal Velvet, Croscill,  Braun, Krups, Calphalon and Henckels. The
Company also sells an  increasing  amount of  merchandise  under its own private
label (approximately 10% of sales) which is designed to supplement the Company's
offering of brand name  products by offering high quality  merchandise  at value
prices.  The  Company's  merchandise  offering  is  coupled  with  a  "won't  be
undersold"  everyday low pricing strategy with price points  substantially below
regular  department  store prices and comparable with or below  department store
sale prices.

      From its founding in 1975 through the late 1980's,  the Company operated a
chain of traditional  stores ranging  between 7,500 and 10,000 gross square feet
in size.  Beginning in 1990, the Company  introduced its superstore format which
has evolved  from 20,000  gross  square feet in size to its current size ranging
from 38,000 to 42,000 gross  square feet with the largest  store at 50,000 gross
square feet. This superstore format offers a broad  merchandise  assortment in a
more visually appealing, customer friendly format. The Company's introduction of
superstores  has resulted in the closing or  relocation  of 118 of the Company's
traditional stores through December 31, 1997. As a result of superstore openings
and  traditional  store  closings,  the Company's gross square footage more than
tripled  from 1.6 million to 5.5 million  over the last five years  although its
store base only increased 22% from 144 to 176 during this period.

      As part of this strategy,  the Company instituted  centralized  management
and operating programs and invested  significant capital in its distribution and
management  information  systems  infrastructure  in order to control  operating
expenses as the Company grows. In addition,  as part of its strategic initiative
to capitalize on customer demand for one-stop shopping destinations, the Company
has balanced  its  merchandise  mix from being driven  primarily by the "linens"
side of its  business to a fuller  assortment  of  "linens"  and  "things."  The
Company estimates that the "things" side of its business has increased from less
than 10% of net sales in 1991 to approximately 40% in 1997.

      The Company was a  wholly-owned  subsidiary  of CVS  Corporation  ("CVS"),
formerly  Melville  Corporation,  until  November 26, 1996 when CVS completed an
initial public  offering  ("IPO") of 13,000,000  shares of the Company's  common
stock.  Subsequent  to the IPO, CVS owned  approximately  32.5% of the Company's
common  stock,   having  retained  6,267,758  shares.   During  1997,  CVS  sold
substantially  all of its remaining  shares of the  Company's  common stock in a
public  offering.  At December  31, 1997,  CVS holds no shares of the  Company's
common stock.

Executive  Officers and Certain Key Personnel

      The  following  table  sets  forth  information  regarding  the  executive
officers of the Company:

     Name                       Age   Position
     -----                      ---   -------
     Norman Axelrod. .........   45   Chairman, Chief Executive Officer and
                                        President
     Hugh J. Scullin .........   48   Senior Vice President, Store Operations
     Brian D. Silva ..........   41   Senior Vice President, Human Resources and
                                        Corporate Secretary
     Steven B. Silverstein ...   38   Senior Vice President, General Merchandise
                                        Manager
     William T. Giles ........   38   Chief Financial Officer


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      Mr. Axelrod has been Chief Executive  Officer and President of the Company
since 1988 and was elected to the  additional  position of Chairman of the Board
of Directors  of the Company  effective  as of January,  1997.  Prior to joining
Linens  'n  Things,   Mr.   Axelrod   held  various   management   positions  at
Bloomingdale's  between 1976 to 1988 including:  Buyer,  Divisional  Merchandise
Manager, Vice  President/Merchandise  Manager and Senior Vice  President/General
Merchandise  Manager. Mr. Axelrod earned his B.S. from Lehigh University and his
M.B.A. from New York University.

      Mr.  Scullin  joined  Linens 'n Things  in 1989 as Vice  President,  Store
Operations.  Mr. Scullin has been Senior Vice President,  Store Operations since
1994. From 1978 to 1987, Mr. Scullin held various management  positions with The
Gap, Inc.,  including  Zone Vice  President at both The Gap and Banana  Republic
from 1984 to 1987.  From 1987 to 1989,  Mr. Scullin was Vice President of Stores
with Alcott and Andrews. Mr. Scullin graduated from St. Joseph's University with
a B.S. in Marketing Management.

      Mr.  Silva  joined  Linens  'n  Things  in 1995 as Vice  President,  Human
Resources  and was  promoted  to Senior  Vice  President,  Human  Resources  and
Corporate  Secretary in 1997.  Mr. Silva was  Assistant  Vice  President,  Human
Resources at The Guardian,  an insurance and financial  services  company,  from
1986 to 1995.  He holds an M.A.  in  Organizational  Development  from  Columbia
University and an M.S. in Human Resources  Management from New York Institute of
Technology. Mr. Silva received his B.A. from St. John's University.

      Mr. Silverstein joined Linens 'n Things in 1992 as Vice President, General
Merchandise  Manager.  Prior to joining Linens 'n Things,  Mr.  Silverstein  was
Merchandise Vice President of Home Textiles at Bloomingdale's from 1985 to 1992.
Mr.  Silverstein has been Senior Vice  President,  General  Merchandise  Manager
since 1993. He received his B.A.  from Cornell  University  and his M.B.A.  from
Wharton Business School.

      Mr. Giles joined  Linens 'n Things in 1991 as  Assistant  Controller,  was
promoted to Vice  President,  Finance and Controller in 1994 and was promoted to
Chief  Financial  Officer in 1997.  From 1981 to 1990,  Mr. Giles was with Price
Waterhouse  LLP.  From 1990 to 1991,  Mr. Giles held the position of Director of
Financial Reporting with Melville  Corporation.  Mr. Giles is a certified public
accountant and member of the American Institute of Certified Public Accountants.
He graduated from Alfred University with a B.A. in Accounting and Management.

      The following  table sets forth  information  regarding  certain other key
managers of the Company:

      Name                      Age   Position
      -----                     ---   -------
      Matthew J. Meaney .......  51   Vice President, Management Information
                                        Systems
      Dominick J. Trapasso ....  44   Vice President, Logistics

      Mr. Meaney joined Linens 'n Things in 1991 as Vice  President,  Management
Information  Systems.  From  1985 to 1991,  Mr.  Meaney  was Vice  President  of
Management Information Systems for Laura Ashley, Inc. Mr. Meaney received a B.S.
in Economics from St. Peter's  College and an M.B.A.  in Finance from Seton Hall
University.

      Mr.  Trapasso has been Vice  President,  Logistics since joining Linens 'n
Things in 1993.  From 1979 to 1986,  he was  employed  with  John  Wanamaker  as
Director,  Warehouse,  Distribution.  From  1986 to  1993,  he was  Senior  Vice
President,  Distribution  and  Transportation  at  Charming  Shoppes,  Inc.  Mr.
Trapasso received his B.A. from New York University.

Business Strategy

      The  Company's  business  strategy is to offer a broad  assortment of high
quality,  brand name products at everyday low prices, provide efficient customer
service and maintain low operating costs. Key elements of the Company's business
strategy are as follows:

      Offer a Broad  Assortment  of Quality  Name Brands at Everyday Low Prices.
Linens 'n Things'  merchandising  strategy  is to offer the  largest  breadth of
selection in high quality, brand name fashion home textiles, housewares and home
accessories  at everyday low prices.  The Company offers over 25,000 SKUs in its
superstores   across  six   departments,   including  bath,  home   accessories,
housewares, storage, top of the bed and window treatments. The Company is one of
the largest retailers of brand names, including Wamsutta, Martex,


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<PAGE>

Waverly,  Laura Ashley,  Royal Velvet,  Croscill,  Braun,  Krups,  Calphalon and
Henckels.  The Company also sells an increasing  amount of merchandise under its
own private  label which is designed to  supplement  the  Company's  offering of
brand name products by offering high quality  merchandise  at value prices.  The
Company believes its prices are typically well below the non-sale prices offered
by department  stores and are  comparable  to or slightly  below the sale prices
offered  by such  stores.  In  addition,  the  Company  maintains  a  "won't  be
undersold"  approach  which  guarantees  its  customers  prices  as low as those
offered by any of its competitors.

      Merchandise  and  sample  brands  offered  in each  major  department  are
highlighted below:

        Department               Items Sold                 Sample Brands
        -----------              ----------                 -------------
   Bath                   Towels, shower curtains,       Fieldcrest, Martex,
                          waste baskets, hampers,        Royal Velvet and
                          bathroom rugs and wall         Springmaid
                          hardware

   Home Accessories       Decorative pillows, napkins,   Dakotah, Waverly and
                          tablecloths, placemats,        Laura Ashley
                          lamps, gifts, picture frames
                          and framed art

   Housewares             Cookware, cutlery, kitchen     Braun, Krups,
                          gadgets, small electric        Calphalon, Henckels,
                          appliances (such as blenders   Mikasa, Circulon,
                          and coffee grinders),          Farberware, Black &
                          dinnerware, flatware and       Decker, Kitchen Aid,
                          glassware                      Copco and
                                                         International Silver

   Storage                Closet-related items (such as  Rubbermaid and
                          hangers, organizers and shoe   Closetmaid
                          racks)

   Top of the Bed         Sheets, comforters, comforter  Wamsutta, Laura
                          covers, bedspreads, bed        Ashley, Revman,
                          pillows, blankets and          Croscill, Fieldcrest,
                          mattress pads                  Springmaid, Royal
                                                         Sateen and Beautyrest

   Window Treatment       Curtains, valances and window  Croscill, Graber,
                          hardware                       Bali, Waverly and
                                                         Laura Ashley

      Provide Efficient  Customer Service and Shopping  Convenience.  To enhance
customer  satisfaction and loyalty,  Linens 'n Things strives to provide prompt,
knowledgeable  sales assistance and  enthusiastic  customer  service.  Linens 'n
Things emphasizes competitive wages, training and personnel development in order
to attract and retain  well-qualified,  highly motivated  employees committed to
providing efficient customer service. Linens 'n Things also endeavors to provide
more  knowledgeable  sales  associates  by providing  training  through  various
programs which include management  training,  daily sales associate meetings and
in-store product  seminars.  In addition,  the Company has taken  initiatives to
enhance  the  speed of its  customer  service,  including  installing  satellite
transmission   for  credit  card   authorizations   and  upgrading  its  current
point-of-sale  ("POS") system. The customer's experience is also enhanced by the
availability  of sales  associates  who,  since the  transfer of  inventory  and
receiving  responsibilities  from the stores to the  distribution  center,  have
redirected their focus from the backroom to the selling floor. During the fourth
quarter of 1997,  the Company  introduced  its gift registry  service in all its
stores nationwide to also better serve its customers.  The Company's  superstore
format is designed to save the  customer  time by having  inventory  visible and
accessible on the selling floor for immediate purchase. The Company believes its
knowledgeable  sales staff and  efficient  customer  service,  together with the
Company's  liberal return policy,  create a positive  shopping  experience which
engenders customer loyalty.

      Maintain Low  Operating  Costs.  A cornerstone  of the Company's  business
strategy is its commitment to maintaining  low operating  costs.  In addition to
savings realized through sales volume efficiencies, operational efficiencies are
expected to be achieved  through the  streamlining of the Company's  centralized
merchandising  structure,  the use of integrated management  information systems
and the utilization of the  distribution  center.  The Company believes that its
significant  investment in the technology of its management  information systems
and in its distribution  center will allow the Company to grow without requiring
significant  additional  capital  contributions  to its  infrastructure  through
approximately 1999. See discussion under  "Forward-Looking  Statements" included
as part of this Form 10-K.


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<PAGE>

Growth Strategy

      New Superstore Expansion.  The Company's expansion strategy is to increase
market  share in  existing  markets  and to  penetrate  new markets in which the
Company   believes  it  can  become  a  leading  operator  of  home  furnishings
superstores.  Management believes that the new markets will be primarily located
in the western  region of the United States in trading areas of 200,000  persons
within a ten-mile  radius and with  demographic  characteristics  that match the
Company's  target profile.  See discussion  under  "Forward-Looking  Statements"
included  as  part  of  this  Form  10-K.  The  Company   believes  that  it  is
well-positioned  to take  advantage  of the  continued  market share gain by the
superstore chains in the home furnishings sector.

      The  following  table  sets forth  information  concerning  the  Company's
expansion program during the most recent five years:

                                      Square Footage          Store Count
                                   --------------------   ---------------------
     Year      Openings  Closings  Begin Year  End Year   Begin Year   End Year
     ----      --------  --------  ----------  --------   ----------   --------
     1993         20       21        1,633      2,078       144          143
     1994         29       27        2,078      2,865       143          145
     1995         28       18        2,865      3,691       145          155
     1996         36       22        3,691      4,727       155          169
     1997         25       18        4,727      5,493       169          176

      Linens 'n Things  focuses on opening  new  superstores  in areas  where it
believes  it can  become  a  leading  retailer  of  home-related  products.  The
Company's goal is to enter two to three new markets a year through its expansion
efforts.  Markets for new  superstores  are selected on the basis of demographic
factors,  such as income,  population  and number of  households.  The Company's
stores are located predominantly in power strip centers and, to a lesser extent,
in malls and as stand-alone stores.

      The  Company  believes  that its  current  management  infrastructure  and
management  information  systems,  together with its  distribution  center,  are
capable  of  supporting  planned  expansion  through   approximately  1999.  See
discussion  under  "Forward-Looking  Statements"  included  as part of this Form
10-K.

      Increase  Productivity of Existing Store Base. The Company is committed to
increasing its net sales per square foot, inventory turnover ratio and return on
invested  capital.  The Company  believes the  following  initiatives  will best
position it to achieve these goals:

            Enhance  Merchandise Mix and Presentation.  The Company continues to
      explore  opportunities  to  increase  sales  in its  "things"  merchandise
      without sacrificing market share or customer image in the "linens" side of
      the business. The Company's long-term goal is to increase the sales of the
      "things"  merchandise  to  approximately  50% of net  sales as part of its
      strategic  initiative  to  capitalize  on  customer  demand  for  one-stop
      shopping.  The Company  expects this shift to positively  impact net sales
      per square foot, the average net sale per customer and inventory  turnover
      since "things"  merchandise tends to be more impulse driven merchandise as
      compared to the "linens"  portion of the business.  See  discussion  under
      "Forward-Looking  Statements"  included  as  part of this  Form  10-K.  In
      addition,  most  "things"  merchandise  has a higher  margin than "linens"
      merchandise.  The Company plans to introduce new products which it expects
      will increase sales and generate additional customer traffic.

            In  addition,   the  Company  intends  to  continue   improving  its
      merchandising presentation techniques,  space planning and store layout to
      further  improve the  productivity  of its existing and future  superstore
      locations. The Company periodically restyles its stores to incorporate new
      offerings  and  realign  its store  space  with its growth  segments.  The
      Company expects that the addition of in-store customer services, such as a
      gift registry service,  will further improve its store  productivity.  See
      discussion  under  "Forward-Looking  Statements"  included as part of this
      Form 10-K.

            Increase Operating Efficiencies. As part of its strategy to increase
      operating  efficiencies,  the Company has invested  significant capital in
      building a centralized infrastructure, including a distribution center and
      a  management  information  system,  which it  believes  will  allow it to
      maintain  low  operating  costs as it  pursues  its  superstore  expansion
      strategy.  See discussion under  "Forward-Looking  Statements" included as
      part of this Form 10-K. In July 1995,  the Company began full operation of
      its 275,000 square


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      foot  distribution  center in Greensboro,  North  Carolina.  By the end of
      1997,   approximately  85%  of  merchandise  was  being  received  at  the
      distribution  center,  as  compared  with  approximately  80%  and  20% of
      merchandise  received  at the  Company's  distribution  center in 1996 and
      1995, respectively.  Management believes that the increased utilization of
      the distribution  center has resulted in lower average freight costs, more
      efficient  scheduling  of  inventory  shipments  to the  stores,  improved
      inventory  turnover,  better in-stock  positions and improved  information
      flow.  The  Company  believes  that the  transfer of  inventory  receiving
      responsibilities  from the stores to the  distribution  center  allows the
      store sales associates to redirect their focus to the sales floor, thereby
      increasing  the level of customer  service.  The warehouse  portion of the
      distribution  center  provides the Company  flexibility  to manage  safety
      stock and take advantage of opportunistic purchases. The Company's ability
      to  effectively  manage its  inventory is also  enhanced by a  centralized
      merchandising management team and its management information systems which
      allows the Company to more accurately monitor and better balance inventory
      levels and improve in-stock positions in its stores.

            Continue  Conversion  of  Store  Base to  Superstore  Format.  As of
      December 31, 1997,  the Company  operated  153  superstores,  representing
      approximately  87% of its total stores,  and 23  traditional  stores.  The
      Company  currently plans to close or relocate  approximately  12 of the 23
      traditional stores by the end of 1998. Although the remaining  traditional
      stores are currently  profitable,  the Company's  long-term  plans include
      closing most of the remaining  traditional stores as opportunities  arise.
      See discussion under "Forward-Looking Statements" included as part of this
      Form 10-K.

Industry

      According to U.S.  Department of Commerce  data,  total  industry sales of
products sold in the Company's stores,  which primarily  includes home textiles,
housewares and decorative furnishings categories,  were estimated to be over $62
billion in 1997.  The  market  for home  furnishings  is  fragmented  and highly
competitive.   Specialty   superstores   are  the  fastest  growing  channel  of
distribution  in this  market.  In 1997,  the Company  estimates  that the three
largest specialty  superstore  retailers of fashion home textiles (including the
Company) had aggregate sales  representing  less than 5% of the industry's total
unit sales.

      The Company competes with many different types of retailers that sell many
or most of the items sold by the  Company,  including  department  stores,  mass
merchandisers,  specialty  retail stores and other  retailers.  Linens 'n Things
generally classifies its competition within one of the following categories:

      Department Stores: This category includes national and regional department
stores  such as J.C.  Penney  Company  Inc.,  Sears,  Roebuck  and Co.,  Dillard
Department  Stores,  Inc., and the department store chains operated by Federated
Department  Stores,  Inc. and The May Department Store Company.  These retailers
offer brand-name merchandise as well as their own private label furnishings in a
high  service  environment.   Department  stores  also  offer  certain  designer
merchandise,  such as Ralph Lauren,  which is not generally  distributed through
the  specialty  and mass  merchandise  distribution  channels.  In general,  the
department  stores  offer a more  limited  selection  of  merchandise  than  the
Company.  The prices offered by department  stores during  off-sale  periods are
significantly  higher than those of the Company and during  on-sale  periods are
comparable to or slightly higher than those of the Company.

      Mass  Merchandisers:  This category  includes  companies  such as Wal-Mart
Stores,  Inc., the Target Stores division of Dayton Hudson Corporation and Kmart
Corporation.  Fashion home  furnishings  represent  only a small  portion of the
total merchandise sales in these stores and reflect a significantly more limited
selection  with fewer high quality name brands and lower quality  merchandise at
lower price points than  specialty  stores or  department  stores.  In addition,
these mass  merchandisers  typically have more limited customer service staffing
than the Company.

      Specialty  Stores/Retailers:  This  category  includes  large  format home
furnishings  retailers  most similar to Linens 'n Things,  including  Bed Bath &
Beyond Inc.,  Home Place and Strouds,  Inc. and smaller niche  retailers such as
Crate & Barrel,  Lechters, Inc. and Williams-Sonoma,  Inc. The Company estimates
that large format stores range in size from approximately 30,000 to 50,000 gross
square feet and offer a home furnishings  merchandise selection of approximately
20,000 to 30,000 SKUs.  The Company  believes that these  retailers have similar
pricing on comparable brand name merchandise and that they compete by attempting
to develop loyal


                                       7
<PAGE>

customers and increase  customer traffic by providing a single outlet to satisfy
all the customer's household needs. The niche retailers are typically smaller in
size than the large  format  superstores  and offer a highly  focused  and broad
assortment  within a specific  niche.  The prices offered by niche retailers are
often  higher  than the large  format  superstores  and most do not  maintain an
everyday low price strategy.

      Other  Retailers:  This category  includes mail order  retailers,  such as
Spiegel Inc. and Domestications,  off-price retailers, such as the T.J. Maxx and
Marshall's  divisions of the TJX Companies,  Inc. and local "mom and pop" retail
stores.  Both mail order retailers and smaller local retailers generally offer a
more  limited  selection  of brand name  merchandise  at prices which tend to be
higher than those of the Company.  Off-price retailers typically offer close-out
or out of season brand name merchandise at competitive prices.

Merchandising

      The Company offers quality home textiles,  housewares and home accessories
at everyday low prices. The Company's strategy consists of a commitment to offer
a breadth and depth of selection  and to create  merchandise  presentation  that
makes it easy to shop in a visually pleasing  environment.  The stores feature a
"racetrack"  layout,  enabling  the customer to  visualize  and  purchase  fully
coordinated and accessorized ensembles.  Seasonal merchandise is featured at the
front of every store to create  variety and  excitement and to capitalize on key
selling seasons including back-to-school and holiday events.

      The Company's extensive  merchandise  offering of over 25,000 SKUs enables
its  customers to select from a wide  assortment of styles,  brands,  colors and
designs  within  each of the  Company's  major  product  lines.  The  Company is
committed  to  maintaining  a  consistent  in-stock  inventory  position.   This
presentation  of merchandise  enhances the  customer's  impression of a dominant
assortment of merchandise in an  easy-to-shop  environment.  The Company's broad
and deep  merchandise  offering  is coupled  with  everyday  low prices that are
substantially  below  regular  department  store prices and  comparable  with or
slightly below department store sale prices. The Company has adopted a "won't be
undersold"  approach and believes that the uniform  application  of its everyday
low price policy is essential to maintaining the integrity of this policy.  This
is an important  factor in establishing  its reputation as a price leader and in
helping to build customer loyalty. In addition, the Company offers, on a regular
basis,  "special"  purchases which it obtains  primarily  through  opportunistic
purchasing to enhance its high value perception among its customers.

Customer Service

      Linens  'n  Things  treats  every  customer  as  a  guest.  The  Company's
philosophy  supports  enhancing  the  guest's  entire  shopping  experience  and
believes that all elements of service differentiate it from the competition.  To
facilitate  the  ease  of  shopping,   the  assisted   self-service  culture  is
complemented by trained department  specialists,  zoned floor coverage,  product
information  displays  and  videos,  self-demonstrations  and  in-store  product
seminars.  This  philosophy  is designed to encourage  guest  loyalty as well as
continually develop knowledgeable  Company associates.  The entire store team is
hired and  trained  to be highly  visible in order to assist  guests  with their
selections.  The ability to assist guests has been  augmented by the transfer of
inventory receiving  responsibilities from the stores, allowing sales associates
to focus on the sales floor.  Sophisticated  management  systems  which  provide
efficient  customer  service and liberal  return  procedures  are geared  toward
making each guest's final impression of visiting a store a convenient, efficient
and pleasant experience.

Advertising

      Advertising  programs are focused on building and strengthening the Linens
'n Things superstore concept and image.  Because of the Company's  commitment to
everyday low prices,  advertising  vehicles are aggressively used in positioning
the Company among new and existing  customers by communicating  price, value and
breadth  and depth of  selection,  with a "won't  be  undersold"  approach.  The
Company  focuses its  advertising  programs  during key selling  seasons such as
back-to-school and holidays.

      The Company  primarily  uses full color inserts in newspapers to reach its
customers.  In addition,  the Company periodically  advertises on television and
radio during peak  seasonal  periods or for  promotional  events.  Grand opening
promotional events are used to support new stores,  with more emphasis placed on
those located in new markets.


                                       8
<PAGE>

Purchasing and Suppliers

      The  merchandising  mix for each store is selected  by the central  buying
staff in consultation  with district store managers.  The Company  purchases its
merchandise  from  approximately  1,000  suppliers.  Springs  Industries,  Inc.,
through its  various  operating  companies,  supplied  approximately  11% of the
Company's total purchases in 1997. In 1997, the Company  purchased a significant
number of products  from other key  suppliers.  Due to its breadth of selection,
the Company is often one of the largest  customers  for certain of its  vendors.
The Company  believes that this buying power and its ability to make centralized
purchases  generally allow it to acquire  products at favorable  terms. In 1997,
approximately  95% of the  Company's  merchandise  was  purchased  in the United
States.

Distribution

      The  Company  operates  a  275,000  square  foot  distribution  center  in
Greensboro, North Carolina. The Company began full operation of the distribution
center in 1995.  The  utilization  of the  centralized  distribution  center has
resulted in lower  average  freight  expense,  more timely  control of inventory
shipments to stores, improved inventory turnover,  better in-stock positions and
improved  information  flow.  In  addition,   transferring  inventory  receiving
responsibilities  from the stores to the  distribution  center  allows the sales
associates  to direct their focus to the sales  floor,  thereby  increasing  the
level of customer service.  The Company believes strong distribution support for
its stores is a critical  element to its growth  strategy  and is central to its
ability to maintain a low cost operating structure.

      The Company manages the distribution  process centrally from its corporate
headquarters.  Purchase  orders  issued by Linens 'n Things  are  electronically
transmitted  to the majority of its  suppliers.  By the end of 1997, the Company
received  approximately  85% of its total  inventory  through  the  distribution
center.  The  balance  of the  Company's  merchandise  is  directly  shipped  to
individual  stores.  The  Company  plans  to  continue  efforts  to ship as much
merchandise  through the distribution  center as possible to ensure all benefits
of the Company's  logistics strategy are fully leveraged.  Continued growth will
also facilitate new uses of Electronic  Data  Interchange  technologies  between
Linens 'n Things and its suppliers to exploit the most productive and beneficial
use of its assets and resources.

      As of December 31, 1997,  the  distribution  center was fully  functional.
Management  estimates  that the  distribution  center can support the  Company's
growth  through  the  end of  1999.  As  the  Company  continues  to  open  more
superstores, another distribution center may be desirable to support the further
growth of the Company. In order to realize greater efficiency,  the Company uses
third party  delivery  services to ship its  merchandise  from the  distribution
center to its stores. See discussion under "Forward-Looking Statements" included
as part of this Form 10-K.

Management Information Systems

      Over the last several years, the Company has made significant  investments
in  technology  to  improve  customer  service,  gain  efficiencies  and  reduce
operating  costs.  Linens  'n Things  has  installed  a  customized  IBM  AS/400
management  information  system,  which  integrates  all  major  aspects  of the
Company's  business,  including  sales,  distribution,   purchasing,   inventory
control,  merchandise  planning and  replenishment  and financial  systems.  The
Company  utilizes  POS  terminals  with  price  look-up  capabilities  for  both
inventory and sales  transactions on a SKU basis, which the Company has recently
upgraded.  Information  obtained  daily  by  the  system  results  in  automatic
inventory replenishment in response to specific requirements of each superstore.

      The  Company  believes  its  management  information  systems  have  fully
integrated  the  Company's  stores,  distribution  and home office.  The Company
continually  evaluates  and upgrades  its  management  information  systems on a
regular basis to enhance the  quantity,  quality and  timeliness of  information
available to management.

      The Company has conducted a comprehensive  review of its computer  systems
to identify  the systems that could be affected by the "Year 2000" issue and has
developed an implementation  plan to resolve the issue. The Year 2000 problem is
the result of computer  programs being written using two digits rather than four
to  define  the  applicable  year.  Any  of the  Company's  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could  result  in  a  major  system   failure  or


                                       9
<PAGE>

miscalculations.  The Company  presently  believes that, with  modifications  to
existing software and conversions to new software for certain applications,  the
Year  2000  problem  will  not pose  significant  operational  problems  for the
Company's computer systems.  However,  if such modifications and conversions are
not completed  timely,  the Year 2000 problem may have a material  impact on the
operations of the Company.  Also,  there can be no assurance that the systems of
other  companies  on which  the  Company's  systems  rely  also  will be  timely
converted or that any such failure to convert by another  company would not have
an adverse effect on the Company's  systems or operations.  See discussion under
"Forward-Looking   Statements"  included  as  part  of  this  Form  10-K.

Store Management and Operations

      In general,  each superstore is staffed with one General  Manager,  two to
four Merchandise Managers and one Receiving Manager. The General Manager reports
to a District  Manager who in turn reports to one of three Zone Vice Presidents.
Each Zone Vice President reports to the Senior Vice President, Store Operations.

      The Company places a strong emphasis on its people,  their development and
opportunity  for  advancement,  particularly  at the store level.  The Company's
commitment to  maintaining a high internal  promotion  rate is best  exemplified
through the practice of opening each new store with a seasoned  management crew,
who  participate in training at an existing store  immediately  prior to the new
opening.  As a result, the vast majority of General Managers opening a new store
have  significant  experience  at  the  Company.  Additionally,  the  structured
management  training  program requires each new associate to learn all facets of
the business  within the framework of a fully  operational  store.  This program
includes,  among other  things,  product  knowledge,  merchandise  presentation,
business  and sales  perspective,  employee  relations  and  manpower  planning,
complemented at the associate level through daily in-store  product seminars and
structured  register training materials and proficiencies.  The Company believes
that  its  policy  of  promoting  from  within  the  Company,  as  well  as  the
opportunities for advancement  generated by its ongoing store expansion program,
serve as incentives to attract and retain quality individuals which, the Company
believes, results in lower turnover.

      Linens 'n Things' stores are open seven days a week,  generally from 10:00
a.m. to 9:00 p.m. Monday through Saturday and 11:00 a.m. to 6:00 p.m. on Sunday,
unless affected by local laws.

Inflation and Seasonality

      The  Company  does  not  believe  that its  operating  results  have  been
materially  affected by inflation during the preceding three years. There can be
no assurance, however, that the Company's operating results will not be affected
by inflation in the future.

      The  Company's  business is subject to  substantial  seasonal  variations.
Historically,  the Company has realized a  significant  portion of its net sales
and substantially all of its net income for the year during the third and fourth
quarters.  The  Company's  quarterly  results of operations  may also  fluctuate
significantly as a result of a variety of other factors, including the timing of
new store openings.  The Company believes this is the general pattern associated
with its segment of the retail  industry and expects this pattern will  continue
in the future.  Consequently,  comparisons  between quarters are not necessarily
meaningful  and the results for any quarter are not  necessarily  indicative  of
future results.

Employees

      As of December 31,1997, the Company employed approximately 7,700 people of
whom  approximately  3,300 were  full-time  employees  and 4,400 were  part-time
employees.  None of the Company's  employees are represented by unions,  and the
Company believes that it has a good relationship with its employees.

Competition

      The  Company  believes  that it will  continue  to face  competition  from
retailers in all four of the categories referred to in "Business-Industry."  The
home textiles industry is becoming increasingly competitive as several specialty
retailers are in the process of expanding into new markets. In addition,  as the
Company expands into new markets,  it will face new competitors.  The visibility
of the Company may encourage  additional  competitors or existing competitors to
imitate  the  Company's  format  and  methods.  If any of  the  Company's  major
competitors seek to gain or retain market share by reducing prices,  the Company
may be required to reduce its prices in order to remain competitive.


                                       10
<PAGE>

      The  Company  believes  that the  ability to compete  successfully  in its
markets is determined by several factors,  including price,  breadth and quality
of  product   selection,   in-stock   availability  of  merchandise,   effective
merchandise  presentation,  customer service and superior store  locations.  The
Company  believes  that it is well  positioned  to compete on the basis of these
factors. Nevertheless,  there can be no assurance that any or all of the factors
that enable the Company to compete  favorably  will not be adopted by  companies
having greater financial and other resources than the Company.

Trade Names and Service Marks

      The  Company  uses the  "Linens 'n  Things"  name as a trade name and as a
service mark in connection with retail services.  The Company has registered the
"Linens 'n Things"  logo as a service  mark with the  United  States  Patent and
Trademark  Office.  Management  believes  that the name  Linens  'n Things is an
important element of the Company's business.

Forward-Looking Statements

      This Form 10-K contains  forward-looking  statements within the meaning of
The Private Securities  Litigation Reform Act of 1995. The statements are made a
number of times throughout the document and may be identified by forward-looking
terminology  as  "expect,"   "believe,"   "may,"  "will,"  "intend"  or  similar
statements or variations of such terms. Such forward-looking  statements involve
certain  risks and  uncertainties  including  levels of  sales,  store  traffic,
acceptance of product offerings and fashions,  competitive  pressures from other
superstore  retailers  and from  department  stores  which carry other  products
including  certain  designer  products  not  carried  by the  Company's  stores,
availability  of suitable future store locations and schedule of store expansion
plans. These and other important factors that may cause actual results to differ
materially  from  such  forward-looking  statements  are  included  in the "Risk
Factors"  section of the Company's  Registration  Statement on Form S-1 as filed
with  the  Securities  and  Exchange  Commission  on May  29,  1997,  and may be
contained  in  subsequent   reports  filed  with  the  Securities  and  Exchange
Commission.  You are urged to consider  such  factors.  The  Company  assumes no
obligation for updating any such forward-looking statements.


                                       11
<PAGE>

Item 2.  Properties

      As of  December  31,  1997 the Company  operated  176 retail  stores in 37
states. The Company currently leases all of its existing stores and expects that
its policy of leasing  rather  than owning  will  continue  as it  expands.  The
Company's  leases provide for original lease terms that generally  range from 10
to 20 years and certain of the leases  provide for  renewal  options  that range
from 5 to 15 years  at  increased  rents.  Certain  of the  leases  provide  for
scheduled rent  increases and certain of the leases provide for contingent  rent
(based upon store sales exceeding  stipulated  amounts).  Prior to the Company's
IPO in  November  1996,  CVS  acted as  guarantor  on  substantially  all of the
Company's  store  leases.  Following  the IPO,  although  CVS will  continue  to
guarantee  the  Company's  certain  store leases where CVS had  guaranteed  such
leases in the past  (including  extensions  and  renewals  relating  to  certain
leases), CVS will no longer enter into commitments to guarantee future leases on
behalf of the Company.  Following  the IPO, CVS no longer  charges the Company a
fee to guarantee these certain leases.

      The  Company  owns  its  275,000  square  foot   distribution   center  in
Greensboro,  North Carolina. The Company leases its 76,000 square foot corporate
office in Clifton, New Jersey.

      The table  below sets forth the number of stores  located in each state as
of December 31, 1997:

      State           Number of Stores    State           Number of Stores
      -----            ---------------    -----            ---------------
      Arizona                 5           Nebraska                1
      Arkansas                1           Nevada                  2
      California             20           New Hampshire           1
      Colorado                4           New Jersey             11
      Connecticut             8           New Mexico              1
      Florida                14           New York                8
      Georgia                 7           North Carolina          7
      Idaho                   1           Ohio                    3
      Illinois               12           Oklahoma                1
      Indiana                 2           Oregon                  2
      Kansas                  1           Pennsylvania            5
      Louisiana               1           Rhode Island            1
      Maine                   1           Tennessee               5
      Maryland                3           Texas                  14
      Massachusetts           6           Utah                    1
      Michigan                3           Vermont                 1
      Minnesota               5           Virginia               12
      Missouri                2           Washington              3
                                          Wisconsin               1

Item 3.  Legal Proceedings

      There are no material legal proceedings  against the Company.  The Company
is involved in various claims and legal actions  arising in the ordinary  course
of business.  In the opinion of  management,  the ultimate  disposition of these
matters will not have a material  adverse  effect on the Company's  consolidated
financial position, results of operations or liquidity.

Item 4.  Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of security  holders during the fourth
quarter ended December 31, 1997.


                                       12
<PAGE>

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

      Linens 'n Things'  common stock is listed on the New York Stock  Exchange.
Its trading symbol is LIN. At December 31, 1997 there were  approximately  4,125
beneficial  holders.  The high and low  trading  price of the  Company's  common
stock,  beginning  November 26, 1996, the date of the IPO,  through December 31,
1997 is as follows:

                                                 High            Low
                                                 ----            ----
For the Year Ended December 31, 1997
  First Quarter .............................   $26             $17 1/2
  Second Quarter ............................    29 1/4          18 1/4
  Third Quarter .............................    36 1/4          26
  Fourth Quarter ............................    44 1/2          30 9/16

For the Year Ended December 31, 1996
  Fourth Quarter (from November 26, 1996) ...   $19 3/4         $15 1/2


      The  Company  paid no  dividends  on its  common  stock in 1997 and  1996.
Management  of the Company  currently  intends to retain its earnings to finance
the growth and  development  of its business and does not  currently  anticipate
paying  cash  dividends  in the  foreseeable  future.  The payment of any future
dividends will be at the discretion of the Company's Board of Directors and will
depend  upon,  among other  things,  the future  earnings,  operations,  capital
requirements and financial condition of the Company, satisfying all requirements
under its bank financing agreement and such other factors as the Company's Board
of Directors may consider relevant.  In addition,  the revolving credit facility
currently prohibits the payment of cash dividends by the Company.

Item 6.  Selected Financial Data

      The information  required by this Item is incorporated by reference to the
Five-Year  Financial  Summary  appearing on page 13 of the Company's 1997 Annual
Report to Shareholders.

Item  7. Management's Discussion and Analysis of Financial Condition and Results
      of Operations

      The  information  required by this Item is  incorporated  by  reference to
pages 14 through 17 of the Company's 1997 Annual Report to Shareholders.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

      Not applicable.

Item 8.  Financial Statements and Supplementary Data

      The financial  statements and financial  information required by this Item
are  incorporated  by  reference  to  pages  18  through  28 and  page 30 of the
Company's 1997 Annual Report to  Shareholders.  These  financial  statements are
indexed under Item 14(a)(1).  See also the financial  statement schedule that is
included herein and is indexed under Item 14(a)(2).

Item 9.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure

      There were no disagreements between the Company and its independent public
accountants on matters of accounting principles or practices.


                                       13
<PAGE>

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

      The information  required by this Item concerning the Company's  directors
is  incorporated  by reference to the Company's  Proxy Statement to be mailed to
shareholders  for the Company's 1998 Annual Meeting of  Shareholders,  under the
heading "Election of One Director."

      The information  required by this Item concerning the Company's  executive
officers is  incorporated  by reference to Part I, Item 1, "Business - Executive
Officers and Certain Key Personnel."

      The information required by this Item with respect to Section 16 reporting
is  incorporated by reference to the Company's Proxy Statement for the Company's
1998 Annual Meeting of Shareholders, under the heading "Section 16(a) Beneficial
Ownership Reporting Compliance."

Item 11.  Executive Compensation

      The information  required by this Item is incorporated by reference to the
Company's Proxy Statement for the 1998 Annual Meeting of Shareholders, under the
headings  "Director  Compensation  -  Attendance;   Committees"  and  "Executive
Compensation"  other than  information  included  therein under the  subcaptions
"Report on Compensation of Executive Officers" and "Performance Graph" which are
not incorporated herein.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

      The information  required by this Item is incorporated by reference to the
Company's Proxy Statement for the 1998 Annual Meeting of Shareholders, under the
heading "Beneficial Ownership of Common Stock."

Item 13.  Certain Relationships and Related Transactions

      The information  required by this Item is incorporated by reference to the
Company's Proxy Statement for the 1998 Annual Meeting of Shareholders, under the
heading "Certain Transactions with Related Parties."


                                       14
<PAGE>

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)   The following documents are filed as part of this Report.

1.    Financial Statements:

      The  following  Financial   Statements  of  Linens  'n  Things,  Inc.  are
incorporated by reference to the Company's 1997 Annual Report to Shareholders:

                                                          Pages in Annual Report
                                                            to Shareholders
                                                           ---------------------
Consolidated Statements of Operations -
   for the years ended December 31, 1997, 1996 and 1995 .....       18

Consolidated Balance Sheets -
   as of December 31, 1997 and 1996 .........................       19

Consolidated Statements of Shareholders' Equity -
   for the years ended December 31, 1997, 1996 and 1995 .....       20

Consolidated Statements of Cash Flows -
   for the years ended December 31, 1997, 1996 and 1995 .....       21

Notes to Consolidated Financial Statements .................. 22 through 28

Independent Auditors' Report ................................       30

2.    Schedules:

      The supplementary income statement schedule is included in this Report.

3.    Exhibits:

      The Exhibits on the  accompanying  Exhibit  Index are filed as part of, or
incorporated by reference into, this Annual Report on Form 10-K.


                                       15
<PAGE>

                                                                      Schedule 1

                     Linens 'n Things, Inc. and Subsidiaries
                   Supplementary Income Statement Information
                                 (in thousands)

                        Year Ended           Year Ended           Year Ended
     Item            December 31, 1997    December 31, 1996    December 31, 1995
     ----            ----------------     ----------------     ----------------
Advertising Costs         $25,161              $19,743              $16,950
                          =======              =======              =======



                                       16
<PAGE>

                                  EXHIBIT INDEX

   Exhibit
   Number      Description
   -------     ----------

     3.1       Certificate of Incorporation of the Registrant (1)

     3.2       Amended and Restated Certificate of Incorporation (1)

     3.3       By-Laws of the Registrant (1)

      4        Specimen Certificate of Common Stock (1)

    10.1       Transitional Services Agreement between the Registrant and
               CVS Corporation (1)

    10.2       Stockholder Agreement between the Registrant and CVS
               Corporation (1)

    10.3       Tax Disaffiliation Agreement between the Registrant and CVS
               Corporation (1)

    10.4       Subordinated Note between Registrant and CVS (1)

    10.5       Credit Facility (1)

    10.6       Employment Agreement with Norman Axelrod * (1)

    10.7       Employment Agreement with James M. Tomaszewski * (1)

    10.8       Employment Agreement with Steven B. Silverstein * (1)

    10.9       Employment Agreement with Hugh J. Scullin * (1)

    10.10      1996 Incentive Compensation Plan * (1)

    10.11      1996 Non-Employee Director Stock Plan * (1)

      11       Computation of Net Income (Loss) Per Common Share (2)

      12       Computation of Ratio of Earnings to Fixed Charges (2)

      21       List of Subsidiaries (3)

      23a      Consent of KPMG Peat Marwick LLP (2)

      27       Financial Data Schedule (filed electronically with SEC only) (2)

      27a      Restated December 31, 1996 Financial Data Schedule (filed
               electronically with SEC only) (2)

----------
(1)   Incorporated  by  reference  to the  Exhibits  filed  with  the  Company's
      Registration  Statement on Form S-1 (No.  333-12267),  which  Registration
      Statement became effective on November 26, 1996.

(2)   Filed with this Form 10-K.

(3)   Incorporated  by  reference  to Exhibit 21 to the  Company's  1996  Annual
      Report on Form 10-K.

*     Management contract or compensatory plan or arrangement.

(b)   Reports on Form 8-K:

      No Current  Reports on Form 8-K were filed by the Company  during the last
      quarter of 1997.

      With the  exception of the  information  incorporated  by reference to the
      Annual Report to  Shareholders in Items 6, 7, and 8 of Part II and Item 14
      of Part IV of this Form 10-K,  the Annual  Report to  Shareholders  is not
      deemed filed as part of this Form 10-K.


                                       17
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                          Linens 'n Things, Inc.
                                          (Registrant)

                                          By: /S/ NORMAN AXELROD
                                             -----------------------------------
                                              Norman Axelrod
                                              Chairman, Chief Executive Officer
                                              and President

Dated:  March 18, 1998


      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report has been signed below on its behalf of the  Registrant in the  capacities
and on the dates indicated.

          Signature                        Title                      Date
          ---------                        -----                      ----

      /S/ NORMAN AXELROD          Chairman, Chief Executive       March 18, 1998
------------------------------      Officer and President
        Norman Axelrod


     /s/ PHILIP E. BEEKMAN        Director                        March 18, 1998
------------------------------
      Philip E. Beekman

     /s/ HAROLD F. COMPTON        Director                        March 18, 1998
------------------------------
      Harold F. Compton

    /s/ CHARLES C. CONAWAY        Director                        March 18, 1998
------------------------------
     Charles C. Conaway

   /s/ STANLEY P. GOLDSTEIN       Director                        March 18, 1998
------------------------------
    Stanley P. Goldstein


     /s/ WILLIAM T. GILES         Chief Financial Officer         March 18, 1998
------------------------------      (Principal Financial Officer)
      William T. Giles


                                       18