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 April 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 May 5, 2000
             -----                               ----------------------------

Common Stock, $0.01 par value                            39,722,093


<PAGE>

<TABLE>
<CAPTION>
                                      INDEX


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

              Consolidated Statements of Operations for the
                 Thirteen Weeks Ended April 1, 2000
                 and April 3, 1999                                                            3

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

              Consolidated Statements of Cash Flows for the
                 Thirteen Weeks Ended April 1, 2000
                 and April 3, 1999                                                            5

              Notes to Consolidated Financial Statements                                      6

              Independent Auditors' Review Report                                             7

  Item 2.     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations                             8-10

  Item 3.     Quantitative and Qualitative Disclosures about Market Risk                     10


Part II. Other Information

  Item 6.     Exhibits and Reports on Form 8-K                                               11

              (a) Exhibit Index                                                              11

              (b) Reports on Form 8-K                                                        11

</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
                                                                --------------------------------
                                                                  April 1,          April 3,
                                                                    2000               1999
                                                                -------------     --------------
<S>                                                                 <C>               <C>
Net sales                                                           $326,976          $ 273,540

Cost of sales, including buying and warehousing costs                198,675            166,848
                                                                -------------     --------------

Gross profit                                                         128,301            106,692

Selling, general and administrative expenses                         120,227            101,043
                                                                -------------     --------------

Operating profit                                                       8,074              5,649

Interest income, net                                                     106                198
                                                                -------------     --------------

Income before provision for income taxes                               8,180              5,847

Provision for income taxes                                             3,125              2,252
                                                                -------------     --------------

Net income                                                           $ 5,055            $ 3,595
                                                                =============     ==============

Per share of common stock:

Basic
-----
   Net income per share                                                $0.13              $0.09

   Weighted average shares outstanding                                39,482             39,156

Diluted
-------
   Net income per share                                                $0.13              $0.09

   Weighted average shares outstanding                                40,418             40,862


</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)

                                                                       April 1,             January 1,              April 3,
                                                                         2000                  2000                   1999
                                                                  -------------------    ------------------    -------------------
                                                                     (Unaudited)                                  (Unaudited)
<S>                                                                       <C>                  <C>                   <C>
Assets
    Current assets:
      Cash and cash equivalents                                           $  13,938            $  45,751              $   22,047
      Accounts receivable, net                                               19,599               20,836                  24,164
      Inventories                                                           377,896              342,681                 288,317
      Prepaid expenses and other current assets                              23,214               21,410                  18,301
                                                                  -------------------    ------------------    -------------------
    Total current assets                                                    434,647              430,678                 352,829

    Property and equipment, net                                             231,399              223,725                 187,276
    Goodwill, net                                                            19,614               19,826                  20,464
    Deferred charges and other noncurrent assets, net                         6,139                5,687                   5,144
                                                                  -------------------    ------------------    -------------------

Total assets                                                             $  691,799            $ 679,916              $  565,713
                                                                  ===================    ==================    ===================

Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable                                                   $  172,204            $ 144,884              $  130,345
      Accrued expenses and other current liabilities                         80,812              104,414                  63,208
                                                                  -------------------    ------------------    -------------------
    Total current liabilities                                               253,016              249,298                 193,553

     Deferred income taxes and other long-term liabilities                   49,579               46,656                  39,396

    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 April 1, 2000 and January 1, 2000
        and 60,000,000 shares authorized at April 3, 1999;
        39,561,938 shares issued and 39,485,461 outstanding
        at April 1, 2000; 39,555,259 shares issued and
        39,478,782 outstanding at January 1, 2000;
        and 39,379,985 shares issued and 39,326,652
        outstanding at April 3, 1999
                                                                                396                  396                     394
      Additional paid-in capital                                            220,938              220,751                 216,968
      Retained earnings                                                     170,304              165,249                 116,792
      Treasury stock, at cost, 76,477 shares at
        April 1, 2000 and January 1, 2000;
        and 53,333 at April 3, 1999                                          (2,434)              (2,434)                (1,390)
                                                                  -------------------    ------------------    -------------------
    Total shareholders' equity                                              389,204              383,962                 332,764
                                                                  -------------------    ------------------    -------------------

Total liabilities and shareholders' equity                               $  691,799            $ 679,916              $  565,713
                                                                  ===================    ==================    ===================

</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
                                                                  -----------------------------------------
                                                                       April 1,              April 3,
                                                                         2000                  1999
                                                                  -------------------    ------------------
                                                                                (Unaudited)
<S>                                                                       <C>                  <C>
Cash flows from operating activities:
Net income                                                                $   5,055             $   3,595
   Adjustments to reconcile net income to net
   cash used in operating activities:
     Depreciation and amortization                                            7,621                 6,260
     Deferred income taxes                                                      820                 1,096
     Loss on disposal of assets                                                  --                    83
     Changes in assets and liabilities:
       Decrease (increase) in accounts receivable                             1,237                (1,350)
       Increase in inventories                                              (35,215)              (16,928)
       (Increase) decrease in prepaid expenses
         and other current assets                                            (1,000)                  692
       Increase in deferred charges and other
         noncurrent assets                                                     (604)                   --
       Increase in accounts payable                                           7,724                16,124
       Decrease in accrued expenses and other liabilities                    (6,140)              (18,176)
                                                                  -------------------    ------------------
   Net cash used in operating activities                                    (20,502)               (8,604)
                                                                  -------------------    ------------------

Cash flows from investing activities:
   Additions to property and equipment                                      (14,931)              (13,519)
                                                                  -------------------    ------------------

Cash flows from financing activities:
   Proceeds and Federal tax benefit from common
     stock exercised under stock incentive plans                                187                 5,593
   Increase (decrease) in book overdrafts                                     3,433                (4,061)
                                                                  -------------------    ------------------
   Net cash provided by financing activities                                  3,620                 1,532
                                                                  -------------------    ------------------

   Net decrease in cash and cash equivalents                                (31,813)              (20,591)
   Cash and cash equivalents at beginning of year                            45,751                42,638
                                                                  -------------------    ------------------

Cash and cash equivalents at end of period                               $   13,938            $   22,047
                                                                  ===================    ==================

</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 April 1, 2000 and April 3, 1999 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 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 April 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 April 1,  2000,  the  Company  had no
borrowings  under the Credit  Agreement  or  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 not yet determined the effect SFAS No. 133
will have on 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 does not believe that the  implementation
of FIN No. 44 will have a significant effect on its results of operations.

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
April 1,  2000,  the  liability  under the  Plan,  which is  reflected  in other
long-term liabilities, was $7.1 million.

<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 April 1, 2000 and April 3, 1999, and the related consolidated
statements of operations and cash flows for the 13 weeks ended April 1, 2000 and
April 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
April 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 April 1, 2000 Compared with Thirteen Weeks Ended
April 3, 1999

Net sales  increased  19.5% to $327.0 million for the thirteen weeks ended April
1, 2000,  up from $273.5  million for the same  period in 1999,  primarily  as a
result of new store  openings since April 3, 1999. The first quarter ended April
1, 2000 had two fewer  selling days  compared with the first quarter ended April
3, 1999.  Comparable  store net sales for the thirteen weeks ended April 1, 2000
increased  3.3% as  compared  with an  increase of 6.3% for the same period last
year.  The  Easter  selling  season  shifted  to the  second  quarter of 2000 as
compared  to the  first  quarter  of 1999,  which had the  impact of  moderating
comparable store net sales.

During the thirteen  weeks ended April 1, 2000, the Company opened 12 stores and
closed two stores,  compared  with opening three stores and closing three stores
during the same period last year. Of the 12 stores  opened this  quarter,  3 are
located in Western  Canada which marked our entry into the Canadian  market.  At
April 1, 2000,  the Company  operated  240 stores,  compared  with 196 stores at
April 3, 1999.  Store square  footage  increased  26.6% to 8,282,000 at April 1,
2000 compared with 6,543,000 at April 3, 1999.

Gross profit for the thirteen weeks ended April 1, 2000 was $128.3  million,  or
39.2% of net sales, compared with $106.7 million, or 39.0% of net sales, for the
same period last year. The increase in gross profit was due primarily to a lower
markdown rate in addition to a higher  penetration of better margin  merchandise
(e.g. seasonal product) and leveraging of freight costs.

Selling,  general and administrative expenses for the thirteen weeks ended April
1, 2000  were  $120.2  million,  or 36.8% of net  sales,  compared  with  $101.0
million,  or 36.9% of net sales, for the same period last year. This decrease as
a percentage of net sales is due to lower  advertising costs in conjunction with
the shift in the Easter selling season to the second quarter in 2000 as compared
with the first  quarter in 1999.  However,  this was  partially  offset by costs
related to increased  store  openings as well as continued  investment  in store
payroll in order to improve guest service levels.

Operating  profit for the thirteen  weeks ended April 1, 2000  increased to $8.1
million, or 2.5% of net sales, compared with $5.6 million, or 2.1% of net sales,
for the same period last year.

The  Company  earned  net  interest  income of  approximately  $106,000  (net of
commitment fees in connection  with the Company's $90 million credit  agreement)
for the thirteen weeks ended April 1, 2000, compared with approximately $198,000
for the same period in 1999.

The Company's  income tax expense for the thirteen weeks ended April 1, 2000 was
approximately  $3.1  million as compared  with $2.3  million for the same period
last year.  The Company's  effective  tax rate was 38.2% for the thirteen  weeks
ended April 1, 2000 as compared with 38.5% for the thirteen weeks ended April 3,
1999.

Net income for the thirteen weeks ended April 1, 2000 increased to $5.1 million,
or $0.13 per share, compared with $3.6 million, or $0.09 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


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.

Net cash used in operating activities for the thirteen weeks ended April 1, 2000
was $20.5 million compared with $8.6 million for the same period last year. This
increase was primarily due to an increase in inventory  resulting from new store
openings since April 3, 1999. In addition, there was a build up of inventory for
the Easter selling season that had shifted from the first quarter of 1999 to the
second quarter 2000.

Net cash used in investing  activities  during the thirteen weeks ended April 1,
2000 was $14.9  million  compared  with $13.5  million  for the same period last
year. The slight increase in net cash used in investing activities was due to 12
store  openings  this year as compared with the first quarter of last year which
included capital for three store openings and the second distribution center.

Net cash provided by financing  activities during the thirteen weeks ended April
1, 2000 was $3.6  million  compared  with $1.5  million for the same period last
year.  This increase was  primarily  the result of the timing and  settlement of
vendor  payments,  which was offset by a reduction  in proceeds  and Federal tax
benefits related to common stock exercised under stock incentive plans.

Year 2000
---------

To date,  the  Company  has not  experienced  any  material  disruptions  to its
business in  connection  with Year 2000  matters.  The Company will  continue to
monitor its critical  systems but does not currently  anticipate any significant
impact  due to Year  2000  exposures  from  its  internal  systems  or from  the
activities of its suppliers.

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  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 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.


<PAGE>



                           PART II - OTHER INFORMATION


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:


          The Company  filed a Current  Report on Form 8-K dated March 27, 2000,
          concerning  the  Company's   adoption  of  a  Supplemental   Executive
          Retirement Plan and documents related thereto.

<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)

                                WILLIAM T. GILES
                            By:_______________________________________________
                                William T. Giles
                                Senior Vice President, Chief Financial Officer
                                (Duly authorized officer and
                                 principal financial officer)
Date:    May 16, 2000