<PAGE>

                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS
                                 --------------

I, William T. Giles, certify that:

1.      I have reviewed this Quarterly Report on Form 10-Q of Linens 'n Things,
        Inc.;

2.      Based on my knowledge, this report does not contain any untrue statement
        of a material fact or omit to state a material fact necessary to make
        the statements made, in light of the circumstances under which such
        statements were made, not misleading with respect to the period covered
        by this report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this report, fairly present in all material
        respects the financial condition, results of operations and cash flows
        of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer(s) and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
        registrant and have:

                (a) Designed such disclosure controls and procedures, or caused
                such disclosure controls and procedures to be designed under our
                supervision, to ensure that material information relating to the
                registrant, including its consolidated subsidiaries, is made
                known to us by others within those entities, particularly during
                the period in which this report is being prepared;

                (b) Evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this report our
                conclusions about the effectiveness of the disclosure controls
                and procedures, as of the end of the period covered by this
                report based on such evaluation; and

                (c) Disclosed in this report any change in the registrant's
                internal control over financial reporting that occurred during
                the registrant's most recent fiscal quarter (the registrant's
                fourth fiscal quarter in the case of an annual report) that has
                materially affected, or is reasonably likely to materially
                affect, 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 control over financial
        reporting, to the registrant's auditors and the audit committee of the
        registrant's board of directors (or persons performing the equivalent
        functions):

                (a) All significant deficiencies and material weaknesses in the
                design or operation of internal control over financial reporting
                which are reasonably likely 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 other employees who have a significant role in the
                registrant's internal control over financial reporting.


Date: August 6, 2004


/s/ William T. Giles
--------------------
William T. Giles
Executive Vice President and Chief Financial Officer


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                                                                      EXHIBIT 32

                    CERTIFICATION OF CEO AND CFO PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Linens 'n Things, Inc.
(the "Company") for the quarterly period ended July 3, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Norman
Axelrod, as Chief Executive Officer of the Company, and William T. Giles, as
Chief Financial Officer, each hereby certifies, pursuant to 18 U.S.C. (section)
1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



     /s/ Norman Axelrod
------------------------------
Name:    Norman Axelrod
Title:   Chairman and Chief
         Executive Officer
Date:    August 6, 2004



     /s/ William T. Giles
------------------------------
Name:    William T. Giles
Title:   Executive Vice President and
         Chief Financial Officer
Date:    August 6, 2004


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