SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 28, 1998

                         Commission File Number 1-12381


                             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 Identification Number)
incorporation or organization)



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


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



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



Number of shares outstanding of the issuer's Common Stock:

         Class                                   Outstanding at May 8, 1998

Common Stock, $0.01 par value                         38,893,306


<PAGE>


                                      INDEX


Part I. - Financial Information                                  Page No.
                                                                 --------


     Consolidated Statements of Operations for the
        Thirteen Weeks Ended March 28,1998 and March 29, 1997          3

     Consolidated Balance Sheets as of March 28, 1998,
        December 31, 1997 and March 29, 1997                           4

     Consolidated Statements of Cash Flows for the
        Thirteen Weeks Ended March 28, 1998 and March 29, 1997         5

     Notes to Consolidated Financial Statements                      6-7

     Independent Auditors' Review Report                               8

     Management's Discussion and Analysis of
        Financial Condition and Results of Operations               9-11


Part II. - Other Information                                          12

     Item 4 - Submission of Matters to a Vote of Security Holders     12

     Item 6 - Exhibits and Reports on Form 8-K                        12

     Exhibit Index                                                    12



<PAGE>

<TABLE>
<CAPTION>


                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)



                                                                            Thirteen Weeks Ended
                                                                   ----------------------------------------
                                                                       March 28,              March 29,
                                                                          1998                  1997
                                                                   -------------------     ----------------
                                                                                 (Unaudited)
<S>                                                                <C>                       <C>
Net sales                                                          $         218,037         $     179,911
Cost of sales, including buying and warehousing costs                        134,707               111,596
                                                                   -------------------     ----------------
Gross profit                                                                  83,330                68,315

Selling, general and administrative expenses                                  81,133                67,371
                                                                   -------------------     ----------------

Operating profit                                                               2,197                   944

Interest (income) expense, net                                                  (203)                  336
                                                                   -------------------     ----------------

Income before provision for income taxes                                       2,400                   608

Provision for income taxes                                                       925                   256
                                                                   -------------------     ----------------

Net income                                                          $          1,475         $         352
                                                                   ===================     ================

Per share of common stock:

Basic
   Net income                                                        $           0.04        $        0.01
                                                                   -------------------     ----------------

   Weighted average shares outstanding                                         38,763               38,536

Diluted
   Net income                                                        $           0.04         $       0.01
                                                                   -------------------     ----------------

   Weighted average shares outstanding                                         40,206               39,197


</TABLE>


         See accompanying notes to consolidated financial statements.


<PAGE>


<TABLE>
<CAPTION>

                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
           As of March 28, 1998, December 31, 1997 and March 29, 1997
                      (in thousands, except share amounts)

                                                                     March 28,           December 31,          March 29,
                                                                        1998                 1997                 1997
                                                                    (Unaudited)                               (Unaudited)
                                                                  -----------------    -----------------    ----------------
<S>                                                               <C>                 <C>                   <C>            
ASSETS
    Current assets:
      Cash and cash equivalents                                   $         26,118     $         39,882     $         3,048
      Accounts receivable, net                                              13,076               13,764              15,738
      Inventories                                                          233,245              223,188             202,166
      Prepaid expenses and other current assets                             11,260               13,058               9,785
                                                                  -----------------    -----------------    ----------------
    Total current assets                                                   283,699              289,892             230,737
    Property and equipment, net                                            154,424              154,480             137,862
    Goodwill, net                                                           21,313               21,526              22,163
    Deferred charges and other noncurrent assets, net                        6,032                6,201               6,117
                                                                  =================    =================    ================
Total assets                                                       $       465,468      $       472,099       $     396,879
                                                                  =================    =================    ================

LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
      Accounts payable                                             $       102,678     $         98,418       $      67,971
      Accrued expenses and other current liabilities                        52,255               68,099              40,143
      Short-term debt                                                           --                   --               5,720
                                                                  -----------------    -----------------    ----------------
    Total current liabilities                                              154,933              166,517             113,834
     Long-term note                                                             --                   --              13,500
     Deferred income taxes and other long-term liabilities                  26,025               25,547              19,466

    Shareholders' equity:
      Preferred stock, $.01 par value;
           1,000,000 shares authorized;
           none issued and outstanding                                          --                   --                  --
      Common stock, $.01 par value;
              60,000,000 shares authorized;
              38,862,808 issued and outstanding at
              March 28, 1998, 38,633,840 at 
              December 31, 1997 and 38,535,516 at March 29, 1997               388                  386                 386
      Additional paid-in capital                                           207,512              204,514             199,996
      Retained earnings                                                     76,610               75,135              49,697
                                                                  -----------------    -----------------    ----------------
    Total shareholders' equity                                             284,510              280,035             250,079

Total liabilities and shareholders' equity                         $       465,468      $       472,099       $     396,879
                                                                  =================    =================    ================

</TABLE>

         See accompanying notes to consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>
                                             LINENS 'N THINGS, INC. AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          (in thousands)




                                                                          Thirteen Weeks Ended
                                                                    ---------------------------
                                                                     March 28,       March 29, 
                                                                       1998            1997
                                                                    -----------      ----------
                                                                              (Unaudited)
<S>                                                              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                       $       1,475      $      352

   Adjustments to reconcile net income to net cash
    used in operating activities:
     Depreciation and amortization                                       5,004           4,264
     Deferred income taxes                                                 215             450
     Loss on disposal of assets                                            214             634
     Changes in assets and liabilities:
       Decrease in accounts receivable                                     688           1,646
       Increase in inventories                                         (10,057)            (32)
       Decrease in prepaid expenses and other
              current assets                                             1,592           1,099
       Decrease in accounts payable                                     (4,965)        (19,241)
       Decrease in accrued expenses
            and other liabilities                                       (7,624)         (3,161)
                                                                 ---------------   -------------
   Net cash used in operating activities                               (13,458)        (13,989)
                                                                 ---------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property and equipment                                  (4,780)         (3,875)
                                                                 ---------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of short-term debt                                --           5,720
   Proceeds from common stock exercised under
         stock incentive plans                                           3,000              --
   Increase (decrease) in book overdrafts                                1,474         (11,722)
                                                                 ---------------   -------------
   Net cash provided by (used in) financing activities                   4,474          (6,002)
                                                                 ---------------   -------------

   Net decrease in cash and cash equivalents                           (13,764)        (23,866)
   Cash and cash equivalents at beginning of year                       39,882          26,914
                                                                 ---------------   -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $      26,118     $     3,048
                                                                 ===============   =============

</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>


                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Basis of Presentation

The accompanying consolidated financial statements,  except for the December 31,
1997  consolidated  balance sheet, are unaudited.  In the opinion of management,
the  accompanying  consolidated  financial  statements  contain all  adjustments
(consisting of only normal recurring  accruals)  necessary to present fairly the
financial  position  of the  Company as of March 28, 1998 and March 29, 1997 and
the results of operations and cash flows for the respective  thirteen weeks then
ended. Because of the seasonality of the specialty retailing business, operating
results of the Company on a quarterly  basis may not be  indicative of operating
results for the full year.

These consolidated  financial  statements should be read in conjunction with the
Company's audited Consolidated  Financial Statements for the year ended December
31, 1997,  included in the  Company's  Annual Report on Form 10-K filed with the
Securities and Exchange Commission.  All significant  intercompany  accounts and
transactions have been eliminated.

The December 31, 1997 consolidated  balance sheet amounts have been derived from
the Company's audited consolidated balance sheet amounts.

2.  Short-Term Borrowing Arrangements

The Company has  available a three-year,  $90 million  senior  revolving  credit
facility  agreement,  as  amended,  (the  "Credit  Agreement")  with third party
institutional  lenders  expiring March 31, 2001. The amount of borrowings can be
increased up to $125 million provided certain terms and conditions  contained in
the Credit  Agreement are met. The Credit Agreement  contains certain  financial
covenants, including those relating to the maintenance of a minimum tangible net
worth, a minimum fixed charge coverage ratio,  and a maximum  leverage ratio, as
defined in the Credit Agreement.  Interest on all borrowings is determined based
upon several  alternative  rates as  stipulated in the Credit  Agreement.  As of
March 28, 1998,  the Company was in compliance  with all terms and conditions of
the Credit Agreement.  The Credit Agreement also allows for up to $25 million in
borrowings from uncommitted lines of credit outside of the Credit Agreement.  As
of March 28, 1998, the Company had no borrowings  under the Credit  Agreement or
against the uncommitted lines of credit.

3.  Long-Term Note

In conjunction with the initial public offering, the Company issued a four-year,
$13.5  million  subordinated  note (the  "Note") to CVS.  The Note  provided for
forgiveness by CVS, at varying  amounts,  based upon the proceeds from any sales
by CVS of the  Company's  common  stock  together  with the market  value of any
common stock that CVS  continued to own at December 31, 1997.  In May 1997,  CVS
sold 6,267,658 of its remaining  shares of Common Stock,  on a pre-split  basis,
representing  substantially all of its holdings (at December 31, 1997, CVS owned
no shares  of the  Company's  common  stock).  As a result  of the net  proceeds
received,  $3.5 million was forgiven and  contributed  as equity by CVS. In July
1997,  the Company  prepaid the remaining  $10.0  million to CVS utilizing  cash
flows from operations. The Note contained no pre-payment penalties.

4.  Recent Accounting Pronouncement

Effective  December  31,  1997,  the  Company  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 128,  "Earnings per Share" which  requires a
dual  presentation of earnings per share--basic and diluted.  Basic earnings per
share has been computed by dividing net income by the weighted average number of
shares  outstanding  of 38,763,054  and  38,535,516 for the thirteen weeks ended
March 28, 1998 and March 29, 1997, respectively.  Diluted earnings per share has
been  computed by dividing net income by the weighted  average  number of shares
outstanding  including the dilutive  effects of stock options and deferred stock
grants.  The  total  shares  outstanding  for the  diluted  earnings  per  share
calculation  were  40,206,136  and 39,196,902 for the thirteen weeks ended March
28, 1998 and March 29, 1997, respectively.


                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Cont.'d


5.  Subsequent Event

On April 14, 1998, the Board of Directors of the Company  approved a two-for-one
split of its common  stock to be effected in the form of a stock  dividend.  The
stock  dividend was one  additional  share of common stock for each  outstanding
share of common stock and was  distributable  on May 7, 1998 to  shareholders of
record on April 24, 1998.  Unless  otherwise  stated,  all  references to common
shares outstanding and earnings per share in the financial statements,  notes to
consolidated financial statements,  and management's  discussion and analysis of
financial condition and results of operations are on a post-split basis.


6.   The Year 2000 Issue

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
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.


<PAGE>


                       Independent Auditors' Review Report


The Board of Directors and Shareholders
Linens 'n Things, Inc.:

We have reviewed the consolidated  balance sheets of Linens 'n Things,  Inc. and
Subsidiaries  as of  March  28,  1998  and  March  29,  1997,  and  the  related
consolidated  statements  of  operations  and cash flows for the  thirteen  week
periods ended March 28, 1998 and March 29, 1997.  These  consolidated  financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists  principally of applying  analytical  review procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the consolidated  financial  statements referred to above for them to
be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet of  Linens  'n  Things,  Inc.  and
Subsidiaries as of December 31, 1997 and the related consolidated  statements of
operations,  shareholders'  equity,  and cash flows for the year then ended (not
presented  herein);  and in our report dated  February 4, 1998,  we expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the accompanying  consolidated  balance sheet as of
December 31, 1997, is fairly presented, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.


KPMG Peat Marwick LLP



New York, New York
April 14, 1998


<PAGE>



                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following  discussion and analysis  should be read in  conjunction  with the
Consolidated Financial Statements of the Company and the notes thereto appearing
elsewhere in this document.

Results of Operations

Thirteen Weeks Ended March 28, 1998 Compared with Thirteen Weeks Ended March 29,
1997

Net sales  increased  21.2% to $218.0 million for the thirteen weeks ended March
28, 1998, up from $179.9  million for the same period last year,  primarily as a
result of new store  openings  since March 29, 1997.  The  thirteen  weeks ended
March 28, 1998  contained one less selling day compared with the thirteen  weeks
ended March 29, 1997. Traditional store net sales were less than 4% of total net
sales  during the  thirteen  weeks ended March 28,  1998,  and will  continue to
represent  a declining  percentage  of total net sales as more  superstores  are
opened and  traditional  stores  are  closed.  First  quarter  comparisons  were
favorable despite having been moderated by a shift in the Easter selling season,
which  falls into the second  quarter  this year versus the first  quarter  last
year.  Comparable  store net sales for the  thirteen  weeks ended March 28, 1998
increased  7.5% for the entire  chain as compared  with 5.7% for the same period
last year.  Comparable  store net sales were strong across all major  geographic
regions.

During the  thirteen  weeks  ended March 28,  1998,  the  Company  opened  three
superstores and closed five stores,  as compared with opening one superstore and
closing five stores during the thirteen weeks ended March 29, 1997. At March 28,
1998,  the  Company  operated  174  stores,  of which 156 were  superstores,  as
compared  with 165 stores,  of which 132 were  superstores,  at March 29,  1997.
Store square footage increased  approximately 18% to 5,552,000 at March 28, 1998
compared with 4,696,000 at March 29, 1997.

For the thirteen weeks ended March 28, 1998,  net sales of "things"  merchandise
increased  approximately 25% over net sales of "things"  merchandise  during the
same  period  in  1997,  while  net  sales  of  "linens"  merchandise  increased
approximately 20% over net sales of "linens"  merchandise during the same period
in 1997.  This is  consistent  with  the  Company's  strategy  to  increase  the
penetration  of  "things"  merchandise.  The  increase  in net sales of "things"
merchandise  resulted  primarily  from the  growth in the  number of  superstore
locations,  which carry a larger line of  "things"  merchandise,  as well as the
overall expansion of the product categories in existing stores.

Gross profit for the thirteen weeks ended March 28, 1998 was $83.3  million,  or
38.2% of net sales,  compared with $68.3 million, or 38.0% of net sales, for the
same period in 1997. The increase in gross profit was due to improvements in the
selling mix and slightly lower markdowns.  These  improvements  were offset by a
slight increase in freight expense as a percent of net sales,  due to the timing
of receipts,  which was moderated by a shift in the Easter selling season, which
falls into the second quarter this year versus the first quarter last year.

Selling,  general and  administrative  expenses  ("SG&A") for the thirteen weeks
ended March 28, 1998 were $81.1  million,  or 37.2% of net sales,  compared with
$67.4 million, or 37.5% of net sales, for the same period in 1997. This decrease
as a  percentage  of net sales is primarily a function of better  leveraging  of
expenses.

Operating  profit for the thirteen  weeks ended March 28, 1998 increased to $2.2
million, or 1.0% of net sales, compared with $0.9 million, or 0.5% of net sales,
for the same period in 1997.


<PAGE>


                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The  Company  earned  net  interest  income of  approximately  $203,000  (net of
commitment fees in connection with the Credit  Agreement) for the thirteen weeks
ended  March 28,  1998  compared  with net  interest  expense  of  approximately
$336,000  for  the  same  period  in  1997.  The  Company  was in a net  average
investment  position of $26.7  million (in cash  equivalents)  for the  thirteen
weeks  ended March 28, 1998 as  compared  with net  average  borrowings  of $7.7
million for the same period in 1997. The reduction in net average  borrowings is
a result of the  elimination  of the $13.5  million  note to CVS ($10.0  million
payment and $3.5 million  forgiveness  from CVS), as well as improved  operating
performance. See "Liquidity and Capital Resources."

The Company's income tax expense for the thirteen weeks ended March 28, 1998 was
$0.9 million as compared with $0.3 million for the same period in 1997.  Through
tax planning  initiatives,  the Company expects to reduce its effective tax rate
to  approximately  38.5% for the year ending December 31, 1998, as compared with
42.0% for the year ended  December 31, 1997. The effect of this reduction in tax
rate is expected to be maintained going forward.

Net income for the thirteen weeks ended March 28, 1998 increased to $1.5 million
or $0.04 per share, compared with $0.4 million, or $0.01 per share, for the same
period in 1997.  Both per share  amounts  are  adjusted  for the stock  split as
indicated in Note 5.

Liquidity and Capital Resources

The Company's capital requirements are primarily  investments in new stores, new
store inventory  purchases and seasonal working capital.  These requirements are
funded  through a combination  of  internally  generated  cash from  operations,
credit extended by suppliers and short-term borrowings.

The Company has available a $90 million three year revolving credit facility, as
amended,  expiring  March 31,  2001,  which can be  increased up to $125 million
provided certain terms and conditions contained in the Credit Agreement are met,
and $25 million from uncommitted lines of credit.  Management currently believes
that the Company's cash flows from operations, credit extended by suppliers, the
revolving credit facility and the uncommitted lines of credit will be sufficient
to handle anticipated capital  expenditures and working capital  requirements in
the foreseeable future.

Net cash used in operating  activities  for the  thirteen  weeks ended March 28,
1998 was $13.5 million  compared with $14.0 million for the same period in 1997.
The slight decrease in net cash used in operating activities was due to improved
working capital management as well as an increase in net income. The Company has
reduced inventory per square foot by 2% compared with last year. Total inventory
only increased 15% compared to a sales increase of 21.2%.  Accounts payable also
increased  over last year due to  increased  inventory  levels and the timing of
vendor payments.

Net cash used in investing  activities during the thirteen weeks ended March 28,
1998 was $4.8  million  compared  with $3.9 million for the same period in 1997.
The increase from the thirteen week period in 1997 is associated with the timing
and number of the Company's new store openings.

Net cash provided by financing  activities during the thirteen weeks ended March
28, 1998 was $4.5 million compared with net cash used in financing activities of
$6.0 million for the same period in 1997. Net cash provided  during the thirteen
weeks ended March 28, 1998 was  primarily  the result of proceeds  received from
common stock  exercised under stock incentive plans as well as the timing of the
settlement  of vendor  payments.  Net cash used during the thirteen  weeks ended
March 29,  1997 was  primarily  the  result of the timing of the  settlement  of
vendor payments offset by short-term borrowings of $5.7 million.

Inflation

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.


<PAGE>


                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Seasonality

The  Company's   business  is  subject  to  substantial   seasonal   variations.
Historically,  the Company has realized a  significant  portion of its net sales
and 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. Consequently,  comparisons between quarters are not necessarily
meaningful  and the results for any quarter are not  necessarily  indicative  of
future results.


Forward-Looking Statements

This Quarterly Report to Shareholders 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.


<PAGE>


 PART II - OTHER INFORMATION


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

On May 5, 1998,  the Company  held its Annual  Meeting of  Shareholders.  At the
Annual  Meeting,  Stanley  P.  Goldstein  was  re-elected  as a  director,  with
33,642,340 shares voted for and 319,950 shares withheld. Directors whose term of
office continued following the meeting were: Norman Axelrod,  Philip E. Beekman,
Harold F. Compton and Charles C. Conaway.



Item 6 - Exhibits and Reports on Form 8-K
------------------------------------------

(a)      EXHIBIT INDEX

 EXHIBIT
 NUMBER    DESCRIPTION


    11   Computation of Net Income Per Common Share

    15   Letter re unaudited interim financial information 

    27   Financial Data Schedule (filed electronically with SEC only)


    (b)  Reports on Form 8-K:

         No Current  Reports on Form 8-K were  filed by the  Company  during the
thirteen week period ended March 28, 1998.



                                    SIGNATURE

Pursuant  to the  requirements  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)


                                                   WILLIAM T. GILES
                                              By:-------------------------------
                                                   William T. Giles
                                                   Chief Financial Officer
                                                   (Duly authorized officer and
                                                    principal financial officer)
Date:   May 12, 1998