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 July 1, 2000

                         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 August 3, 2000
                      -----                     -----------------------------

         Common Stock, $0.01 par value                  39,780,653


<PAGE>


                                      INDEX


<TABLE>
<CAPTION>

Part I.  Financial Information                                                          Page No.
                                                                                        --------
  <S>         <C>                                                                         <C>
  Item 1.     Financial Statements

              Consolidated Statements of Operations for the
                 Thirteen and Twenty-Six Weeks Ended July 1, 2000
                 and July 3, 1999                                                             3

              Consolidated Balance Sheets as of July 1, 2000,
                 January 1, 2000 and July 3, 1999                                             4

              Consolidated Statements of Cash Flows for the
                 Twenty-Six Weeks Ended July 1, 2000
                 and July 3, 1999                                                             5

              Notes to Consolidated Financial Statements                                    6-7

              Independent Auditors' Review Report                                             8

  Item 2.     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations                             9-11

  Item 3.     Quantitative and Qualitative Disclosures about Market Risk                     11


Part II. Other Information

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

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

              (a) Exhibit Index                                                              12

              (b) Reports on Form 8-K                                                        12

</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
<CAPTION>

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


                                                                 Thirteen Weeks Ended                 Twenty-Six Weeks Ended
                                                            --------------------------------    -----------------------------------
                                                              July 1,            July 3,           July 1,            July 3,
                                                                2000               1999             2000                1999
                                                            -------------     --------------    --------------    -----------------
<S>                                                             <C>               <C>                <C>                 <C
Net sales                                                       $339,655          $ 271,628          $666,631            $ 545,168
Cost of sales, including buying and warehousing costs            199,972            160,733           398,647              327,581
                                                            -------------     --------------    --------------    -----------------
Gross profit                                                     139,683            110,895           267,984              217,587
Selling, general and administrative expenses                     127,743            102,454           247,970              203,497
                                                            -------------     --------------    --------------    -----------------
Operating profit                                                  11,940              8,441            20,014               14,090
Interest expense (income), net                                       666                143               560                 (55)
                                                            -------------     --------------    --------------    -----------------
Income before provision for income taxes                          11,274              8,298            19,454               14,145
Provision for income taxes                                         4,327              3,195             7,452                5,447
                                                            -------------     --------------    --------------    -----------------
Net income                                                        $6,947            $ 5,103          $12,002              $ 8,698
                                                            =============     ==============    =============     ================
Per share of common stock:
Basic
   Net income per share                                            $0.18              $0.13            $0.30                $0.22
   Weighted average shares outstanding                            39,672             39,362           39,577               39,259
Diluted
   Net income per share                                            $0.17              $0.12            $0.30                $0.21
   Weighted average shares outstanding                            40,621             41,074           39,766               40,968

----------

</TABLE>
          See accompanying notes to consolidated financial statements.


<PAGE>


<TABLE>
<CAPTION>

                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)

                                                                       July 1,              January 1,               July 3,
                                                                         2000                  2000                   1999
                                                                  -------------------    ------------------    -------------------
                                                                     (Unaudited)                                  (Unaudited)
<S>                                                                       <C>                  <C>                    <C>
Assets
    Current assets:
      Cash and cash equivalents                                            $  6,608            $  45,751               $   3,901
      Accounts receivable, net                                               19,674               20,836                  22,368
      Inventories                                                           426,455              342,681                 332,626
      Prepaid expenses and other current assets                              25,382               21,410                  24,834
                                                                  -------------------    ------------------    -------------------
    Total current assets                                                    478,119              430,678                 383,729
    Property and equipment, net                                             241,060              223,725                 200,556
    Goodwill, net                                                            19,402               19,826                  20,251
    Deferred charges and other noncurrent assets, net                         6,010                5,687                   5,393
                                                                  -------------------    ------------------    -------------------
Total assets                                                             $  744,591            $ 679,916              $  609,929
                                                                  ===================    ==================    ===================
Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable                                                   $  192,891            $ 144,884              $  157,156
      Accrued expenses and other current liabilities                         84,801              104,414                  73,239
        Short-term debt                                                      14,500                   --                      --
                                                                  -------------------    ------------------    -------------------
    Total current liabilities                                               292,192              249,298                 230,395

     Deferred income taxes and other long-term liabilities                   51,776               46,656                  41,139

    Shareholders' equity:
      Preferred stock, $0.01 par value; 1,000,000 shares
         authorized; none issued and outstanding                                 --                   --                      --

      Common stock, $0.01 par value; 135,000,000 shares
         authorized at July 1, 2000, January 1, 2000 and July 3, 1999;
         39,842,595 shares issued and 39,766,118 outstanding at July 1,
         2000; 39,555,259 shares issued and 39,478,782 outstanding at
         January 1, 2000; and 39,470,319  shares issued and 39,393,842
         outstanding at July 3, 1999
                                                                                398                  396                     395
      Additional paid-in capital                                            225,574              220,751                 218,539
      Retained earnings                                                     177,251              165,249                 121,895
        Accumulated other comprehensive income                                 (166)                  --                      --
        Treasury stock, at cost, 76,477 shares at
         July 1, 2000, January 1, 2000 and July 3, 1999                      (2,434)              (2,434)                 (2,434)
                                                                  -------------------    ------------------    -------------------
    Total shareholders' equity                                              400,623              383,962                 338,395
                                                                  -------------------    ------------------    -------------------

Total liabilities and shareholders' equity                               $  744,591            $ 679,916              $  609,929
                                                                  ===================    ==================    ===================
----------

</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>


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


<TABLE>
<CAPTION>

                                                                           Twenty-Six Weeks Ended
                                                                  -----------------------------------------
                                                                       July 1,                July 3,
                                                                         2000                  1999
                                                                  -------------------    ------------------
                                                                                (Unaudited)
<S>                                                                          <C>              <C>
Cash flows from operating activities:
Net income                                                                   $12,002           $   8,698
   Adjustments to reconcile net income to net
   cash used in operating activities:
     Depreciation and amortization                                           15,598               12,637
     Deferred income taxes                                                    1,778                1,784
     Loss on disposal of assets                                                 791                  542
     Changes in assets and liabilities:
       Decrease in accounts receivable                                        1,162                  446
       Increase in inventories                                              (83,774)              (61,237)
       Increase in prepaid expenses
            and other current assets                                         (2,387)              (5,465)
       Increase in deferred charges and other
        noncurrent assets                                                      (620)                (429)
       Increase in accounts payable                                          23,551               37,479
       Decrease in accrued expenses and other liabilities
                                                                             (2,973)               (5,303)
                                                                  -------------------    ------------------
   Net cash used in operating activities                                    (34,872)              (10,848)
                                                                  -------------------    ------------------

Cash flows from investing activities:
   Additions to property and equipment                                      (33,003)              (33,163)
                                                                  -------------------    ------------------

Cash flows from financing activities:
Increase in short-term debt                                                 14,500                    --
Proceeds and Federal tax benefit from common
     stock exercised under stock incentive plans                             4,659                  7,165
Increase in treasury stock                                                      --                 (1,044)
Increase (decrease) in book overdrafts                                       9,573                   (847)
                                                                  -------------------    ------------------
   Net cash provided by financing activities                                28,732                  5,274
                                                                  -------------------    ------------------

   Net decrease in cash and cash equivalents                                (39,143)              (38,737)
   Cash and cash equivalents at beginning of year                           45,751                 42,638
                                                                  -------------------    ------------------

Cash and cash equivalents at end of period                                   $6,608             $   3,901
                                                                  ===================    ==================

----------
</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 January 1,
2000  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 July 1, 2000 and July 3, 1999 and the
results of operations  for the  respective  thirteen and  twenty-six  weeks then
ended  and cash  flows for the  twenty-six  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 fiscal year ended
January 1, 2000, 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 January 1, 2000  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  (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. As of July 1, 2000, the Company was in compliance with the
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 July 1, 2000, the Company had no borrowings  under
the Credit Agreement and had $14.5 million in borrowings against the uncommitted
lines of credit.


3.  Recent Accounting Pronouncement

The Company is required to adopt Statement of Financial  Standards  ("SFAS") No.
133 "Accounting for Derivative  Instruments and Hedging  Activities"  ("SFAS No.
133")  effective July 1, 2000,  and has determined  that the effect SFAS No. 133
will not have a significant  effect to its results of  operations  and financial
position.  This  statement  is  not  required  to be  applied  retroactively  to
financial statements of prior periods.

Financial Accounting Standards Board ("FASB") Interpretation No. 44, "Accounting
for Certain  Transactions  Involving Stock Compensation" ("FIN No. 44") provides
guidance for applying  Accounting  Pronouncements  Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees".  With certain exceptions, FIN No. 44
applies  prospectively  to  new  awards,  exchanges  of  awards  in  a  business
combination,  modifications to outstanding  awards and changes in grantee status
on or after July 1, 2000. The Company has determined that the  implementation of
FIN No. 44 will not have a significant effect on its results of operations.

At a recent FASB Emerging  Issues Task Force ("EITF")  meeting,  a consensus was
reached with respect to the issue of "Accounting for Certain Sales  Incentives,"
including  point of sale coupons,  rebates and free  merchandise.  The consensus
included a conclusion  that the value of such sales  incentives that result in a
reduction of the price paid by the customer  should be netted  against sales and
not  classified  as a sales or  marketing  expense.  The adoption of the EITF is
required  in the fourth  quarter of the  Company's  current  year.  The  Company
already  includes  such  sales   incentives   against  sales  and  records  free
merchandise in cost of goods sold as required by the new EITF consensus.


4.  Deferred Compensation Plan

The Company has a deferred  compensation plan (the "Plan") established to enable
key  employees  of  the  Company,   as  designated  by  the  Company,  to  defer
compensation,  including stock and stock  denominated  awards.  Participation is
voluntary  and  participants  can  elect  to  make  contributions  to the  Plan.
Participants are 100% vested in their own deferrals to the Plan at all times. At
July 1,  2000,  the  liability  under  the  Plan,  which is  reflected  in other
long-term liabilities, was $6.8 million.


5.  Comprehensive Income

Statement of Financial  Accounting  Standards No. 130,  Reporting  Comprehensive
Income  ("SFAS No.  130")  requires  that items  defined as other  comprehensive
income,  such  as  foreign  currency  translation  adjustments,   be  separately
classified in the financial statements and that the accumulated balance of other
comprehensive   income  be  reported   separately  from  retained  earnings  and
additional  paid-in  capital in the equity  section of the  balance  sheet.  The
components  of  comprehensive  income for the three and six months ended July 1,
2000 are as follows:

<TABLE>
<CAPTION>

                                                     Three Months Ended         Six Months Ended
                                                        July 1, 2000              July 1, 2000
                                                    --------------------        ----------------
<S>                                                        <C>                     <C>
Comprehensive Income:
Net Income                                                 $6,947                   $12,002
Other comprehensive income--
    Foreign currency translation adjustment                  (166)                     (166)
                                                    --------------------        ----------------
Comprehensive income                                       $6,781                   $11,836
                                                    ====================        ================

</TABLE>


<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 July 1, 2000 and July 3, 1999, and the related  consolidated
statements of operations for the thirteen and twenty-six week periods then ended
and the related  consolidated  statements of cash flows for the twenty-six  week
periods  ended  July 1,  2000 and July 3,  1999.  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 January 1, 2000 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 2, 2000 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
January 1, 2000, is fairly presented,  in all material respects,  in relation to
the consolidated balance sheet from which it has been derived.


KPMG LLP



New York, New York
July 19, 2000


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

                     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 July 1, 2000
Compared With Thirteen Weeks Ended July 3, 1999
-----------------------------------------------

Net sales increased 25.0% to $339.7 million for the thirteen weeks ended July 1,
2000, up from $271.6 million for the same period in 1999,  primarily as a result
of new store  openings  since July 3, 1999.  Comparable  store net sales for the
thirteen weeks ended July 1, 2000 increased 5.7% as compared with an increase of
6.4% for the same period last year. Comparable store net sales were benefited in
part due to the Easter  selling  season,  which shifted to the second quarter of
2000 as compared to the first  quarter of 1999.  This  resulted in a transfer in
sales from the first to the second quarter this year.

During the thirteen weeks ended July 1, 2000, the Company opened five stores and
closed one store,  compared  with  opening 11 stores and  closing  three  stores
during the same period last year.  At July 1, 2000,  the  Company  operated  244
stores, compared with 204 stores at July 3, 1999. Store square footage increased
22.1% to 8,451,000 at July 1, 2000 compared with 6,924,000 at July 3, 1999.

For the  thirteen  weeks  ended  July 1,  2000,  the net  sales of the  "things"
business increased  approximately 33% over the prior year while the net sales of
the "linens" business increased approximately 20% over the same period in 1999.

Gross profit for the thirteen  weeks ended July 1, 2000 was $139.7  million,  or
41.1% of net sales, compared with $110.9 million, or 40.8% of net sales, for the
same period last year.  The  increase in gross  profit as a percent of sales was
primarily due to  improvements  in the selling mix and increased  penetration of
seasonal product that has a higher markon.  In addition, the Company lowered its
markdown  rate  through  improved  inventory  management.  Logistics  costs as a
percent of sales were lower than last year as the Company  continues to leverage
its costs through the use of its distribution network.

Selling,  general and administrative  expenses for the thirteen weeks ended July
1, 2000  were  $127.7  million,  or 37.6% of net  sales,  compared  with  $102.5
million,  or 37.7% of net sales, for the same period last year. This decrease as
a  percentage  of net sales is  primarily  due to the opening of fewer stores as
compared  with  last  year.  However,  these  savings  were  offset  in  part by
pre-opening  and grand  opening  advertising  costs  incurred  during the second
quarter by several store openings which occurred in late March.

Operating  profit for the thirteen  weeks ended July 1, 2000  increased to $11.9
million, or 3.5% of net sales, compared with $8.4 million, or 3.1% of net sales,
for the same period last year.

The Company incurred net interest expense of approximately  $666,000  (including
commitment fees in connection  with the Company's $90 million credit  agreement)
for the thirteen weeks ended July 1, 2000, compared with approximately  $143,000
for the same period in 1999.

The Company's  income tax expense for the thirteen  weeks ended July 1, 2000 was
approximately  $4.3  million as compared  with $3.2  million for the same period
last year.  The Company's  effective  tax rate was 38.4% for the thirteen  weeks
ended July 1, 2000 as compared  with 38.5% for the thirteen  weeks ended July 3,
1999.

Net income for the thirteen  weeks ended July 1, 2000 increased to $6.9 million,
or $0.17 per share, compared with $5.1 million, or $0.12 per share, for the same
period last year.

<PAGE>

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

Twenty-Six Weeks Ended July 1, 2000
Compared With Twenty-Six Weeks Ended July 3, 1999
--------------------------------------------------

Net sales increased 22.3% to $666.6 million for the twenty-six  weeks ended July
1, 2000,  up from $545.2  million for the same  period in 1999,  primarily  as a
result of new store openings since July 3, 1999.  Comparable store net sales for
the  twenty-six  weeks ended July 1, 2000  increased  4.5% as  compared  with an
increase of 6.4% for the same period last year.

During the twenty-six weeks ended July 1, 2000, the Company opened 17 stores and
closed 3 stores, compared with opening 14 stores and closing 6 stores during the
same period last year.

For the  twenty-six  weeks  ended  July 1, 2000,  the net sales of the  "things"
business increased approximately 30% over the prior year, while the net sales of
the "linens" business increased  approximately 20% over the same period in 1999.
The Company continues to increase its penetration of the "things" business which
represents approximately 40% of total sales.

Gross profit for the twenty-six weeks ended July 1, 2000 was $268.0 million,  or
40.2% of net sales, compared with $217.6 million, or 39.9% of net sales, for the
same  period  last year.  The  increase  in gross  profit was due  primarily  to
improvements in the selling mix, which included a higher penetration of seasonal
merchandise, which has a higher markon. Improvements have also come from a lower
markdown  rate and the  leveraging  of  logistics  costs  through the use of the
Company's distribution network.

Selling, general and administrative expenses for the twenty-six weeks ended July
1, 2000  were  $248.0  million,  or 37.2% of net  sales,  compared  with  $203.5
million,  or 37.3% of net sales, for the same period last year. This decrease as
a percentage of net sales related to three fewer store closings as compared with
the same  period last year.  The  decrease  was  partially  offset by  continued
investment in store payroll in order to improve guest service levels.

Operating  profit for the twenty-six weeks ended July 1, 2000 increased to $20.0
million,  or 3.0% of net  sales,  compared  with $14.1  million,  or 2.6% of net
sales, for the same period last year.

The Company incurred net interest expense of approximately  $560,000  (including
commitment fees in connection  with the Company's $90 million credit  agreement)
for the twenty-six  weeks ended July 1, 2000,  compared with net interest income
of approximately $55,000 for the same period in 1999.

The Company's income tax expense for the twenty-six weeks ended July 1, 2000 was
$7.5 million as compared  with $5.4  million for the same period last year.  The
Company's  effective tax rate was 38.3% for the twenty-six  weeks ending July 1,
2000, as compared with 38.5% for the same period last year.

Net income  for the  twenty-six  weeks  ended  July 1, 2000  increased  to $12.0
million, or $0.30 per share, compared with $8.7 million, or $0.21 per share, for
the same period last year.

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
expiring  March 31, 2001,  which can be  increased  up to $125 million  provided
certain  terms and  conditions  contained in the credit  agreement are met. This
agreement allows for up to $25 million in borrowings 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 fund  anticipated  capital
expenditures and working capital requirements in the foreseeable future.


<PAGE>


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



Net cash used in operating  activities  for the  twenty-six  weeks ended July 1,
2000 was $34.9  million  compared  with $10.8  million  for the same period last
year.  This increase was  primarily due to an increase in inventory.  The higher
inventory  level is  predominately  attributed to the additional  store openings
since July 3, 1999 as well as the build-up of inventory for the Company's  "Back
to Campus" selling season.

Net cash used in investing  activities during the twenty-six weeks ended July 1,
2000 was $33.0  million  compared  with $33.2  million  for the same period last
year. The net cash used in investing activities remained flat with last year due
to the  addition of three more store  openings  this year as compared  with last
year,  which was  offset by capital  expenditures  incurred  through  the second
quarter of 1999 for the second distribution center.

Net cash provided by financing activities during the twenty-six weeks ended July
1, 2000 was $28.7  million  compared  with $5.3 million for the same period last
year.  This  increase  was  primarily  the result of an increase  in  short-term
borrowings of $14.5 million and the timing and settlement of vendor payments.

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.

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  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.

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 such 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 home  furnishings  retailers,  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.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         Not Applicable.


                           PART II - OTHER INFORMATION


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

On May 10,  2000 the Company  held its Annual  Meeting of  Shareholders.  At the
Annual  Meeting,  Philip E.  Beekman and Harold F. Compton  were  re-elected  as
directors of the Company,  with 35,176,074 shares voted for and 1,778,194 shares
withheld for Mr.  Beekman and 35,174,325  shares voted for and 1,779,943  shares
withheld for Mr. Compton. Directors whose term of office continued following the
meeting were: Norman Axelrod,  Stanley P. Goldstein and Charles C. Conaway.  Mr.
Conaway has since resigned as a director from the Company in connection with his
recent appointment as Chairman and Chief Executive Officer of K-Mart.  Morton E.
Handel was  appointed  to the  Company's  Board of Directors at the May 31, 2000
Board meeting.


Also at the Annual Meeting, the shareholders  approved the proposal to adopt the
2000  Stock  Award and  Incentive  Plan  with  30,604,106  shares  voted for the
proposal,  3,188,153  shares  voted  against the  proposal  and  439,311  shares
abstaining.

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:


          There  were no Current  Reports on Form 8-K filed with the  Securities
          and Exchange Commission during the second quarter of 2000.

<PAGE>
                                    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)


                                     By:  WILLIAM T. GILES
                                          -----------------------------
                                          William T. Giles
                                          Senior Vice President, Chief
                                          Financial Officer
                                          (Duly authorized officer and
                                           principal financial officer)
Date:    August 15, 2000