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 October 2, 1999

                         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 November 12, 1999

Common Stock, $0.01 par value                          39,450,372


<PAGE>

<TABLE>
<CAPTION>


                                      INDEX


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

              Consolidated Statements of Operations for the
                 Thirteen and Thirty-Nine Weeks Ended October 2, 1999
                 and September 26, 1998                                                       3

              Consolidated Balance Sheets as of October 2, 1999,
                 December 31, 1998 and September 26, 1998                                     4

              Consolidated Statements of Cash Flows for the
                 Thirty-Nine Weeks Ended October 2, 1999
                 and September 26, 1998                                                       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                             8-12

  Item 3.     Quantitative and Qualitative Disclosures about Market Risk                     12


Part II. Other Information

  Item 6.     Exhibits and Reports on Form 8-K                                               13

              (a) Exhibit Index                                                              13

              (b) Reports on Form 8-K                                                        13


</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                Thirty-Nine Weeks Ended
                                                                --------------------------------    --------------------------------
                                                                 October 2,     September 26,       October 2,        September 26,
                                                                    1999             1998               1999                1998
                                                                ----------     --------------    --------------    -----------------
<S>                                                              <C>               <C>                <C>                  <C>
Net sales                                                        $341,122          $ 278,642          $886,290             $718,773

Cost of sales, including buying and warehousing costs             203,886            167,450           531,467              435,375
                                                                ----------     --------------    --------------    -----------------

Gross profit                                                      137,236            111,192           354,823              283,398

Selling, general and administrative expenses                      113,361             93,168           316,858              258,480
                                                                ----------     --------------    --------------    -----------------

Operating profit                                                   23,875             18,024            37,965               24,918

Interest expense (income), net                                         34                105               (21)                   5
                                                                ----------     --------------    --------------    -----------------

Income before provision for income taxes                           23,841             17,919            37,986               24,913

Provision for income taxes                                          9,179              6,901            14,626                9,594
                                                                ----------     --------------    --------------    -----------------

Net income                                                       $ 14,662           $ 11,018          $ 23,360             $ 15,319
                                                                ==========     ==============    =============     ================

Per share of common stock:

Basic
   Net income per share                                             $0.37              $0.28            $0.59                $0.39

   Weighted average shares outstanding                             39,395             38,955           39,305               38,868

Diluted
   Net income per share                                             $0.36              $0.27            $0.57                $0.38

   Weighted average shares outstanding                             40,940             40,508           40,959               40,387


</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)

                                                                      October 2,           December 31,           September 26,
                                                                         1999                  1998                   1998
                                                                   ------------------    ------------------    -------------------
                                                                      (Unaudited)                                 (Unaudited)
<S>                                                                        <C>                 <C>                     <C>
Assets
    Current assets:
      Cash and cash equivalents                                            $  18,408           $  42,638               $   15,847
      Accounts receivable, net                                                20,877              22,814                   19,810
      Inventories                                                            369,255             271,389                  294,161
      Prepaid expenses and other current assets                               21,009              18,567                   16,586
                                                                   ------------------    ------------------    -------------------
    Total current assets                                                     429,549             355,408                  346,404

    Property and equipment, net                                              215,787             179,439                  164,093
    Goodwill, net                                                             20,039              20,676                   20,889
    Deferred charges and other noncurrent assets, net                          5,353               5,321                    5,477
                                                                   ------------------    ------------------    -------------------

Total assets                                                              $  670,728          $  560,844              $   536,863
                                                                   ==================    ==================    ===================

Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable                                                    $  180,898          $  115,754               $  136,807
      Accrued expenses and other current liabilities                          95,006              84,761                   66,741
                                                                   ------------------    ------------------    -------------------
    Total current liabilities                                                275,904             200,515                  203,548

     Deferred income taxes and other long-term liabilities                    41,691              36,753                   34,355

    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 October 2, 1999
         and 60,000,000 shares authorized  at December 31, 1998
         and September 26, 1998; 39,473,234 shares issued and
         39,396,757 outstanding at October 2, 1999; 39,091,281
         shares issued and 39,037,948 outstanding at
         December 31, 1998; and 38,975,698 shares issued and
         38,922,365  outstanding at September 26, 1998                           395                  391                     390

      Additional paid-in capital                                             218,615              211,378                 209,507
      Retained earnings                                                      136,557              113,197                  90,453
      Treasury stock, at cost, 76,477 shares at
         October 2, 1999; 53,333 at December 31, 1998 and at
         September 26, 1998                                                   (2,434)              (1,390)                 (1,390)
                                                                   ------------------    ------------------    -------------------
    Total shareholders' equity                                               353,133              323,576                 298,960
                                                                   ------------------    ------------------    -------------------

Total liabilities and shareholders' equity                                $  670,728           $  560,844             $   536,863
                                                                   ==================    ==================    ===================

</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>


<TABLE>
<CAPTION>

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




                                                                          Thirty-Nine Weeks Ended
                                                                  -----------------------------------------
                                                                      October 2,           September 26,
                                                                         1999                  1998
                                                                  -------------------    ------------------
                                                                                (Unaudited)
<S>                                                                       <C>                  <C>
Cash flows from operating activities:
Net income                                                                $   23,360           $   15,319
   Adjustments to reconcile net income to net
   Cash provided by (used in) operating activities:
     Depreciation and amortization                                            19,851               15,766
     Deferred income taxes                                                     1,784                2,056
     Loss on disposal of assets                                                  553                  652
     Changes in assets and liabilities:
       Decrease (increase) in accounts receivable                              1,937               (6,046)
       Increase in inventories                                               (97,866)             (70,973)
       Increase in prepaid expenses and other
         current assets                                                       (1,640)              (2,889)
       (Increase) decrease in deferred charges                                  (569)                 197
       Increase in accounts payable                                           61,941               22,836
       (Decrease) increase in accrued expenses
         and other liabilities                                                (8,841)              12,565
                                                                  -------------------    ------------------
   Net cash provided by (used in) operating activities                           510              (10,517)
                                                                  -------------------    ------------------

Cash flows from investing activities:
   Additions to property and equipment                                      (55,055)              (24,867)
                                                                  -------------------    ------------------

Cash flows from financing activities:
   Proceeds and Federal tax benefit from common
     stock exercised under stock incentive plans                               7,241                4,997
   Purchase of treasury stock                                                 (1,044)              (1,390)
   Increase in book overdrafts                                                24,118                7,742
                                                                  -------------------    ------------------
   Net cash provided by financing activities                                  30,315               11,349
                                                                  -------------------    ------------------

   Net decrease in cash and cash equivalents                                 (24,230)             (24,035)
   Cash and cash equivalents at beginning of year                             42,638               39,882
                                                                  -------------------    ------------------

Cash and cash equivalents at end of period                                $   18,408           $   15,847
                                                                  ===================    ==================

</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,
1998  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 October 2, 1999 and  September 26, 1998
and the results of operations for the respective  thirteen and thirty-nine weeks
then ended and cash flows for the thirty-nine  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, 1998,  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, 1998 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 October 2, 1999, 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 October  2, 1999,  the  Company  had no
borrowings  under the Credit  Agreement  or  against  the  uncommitted  lines of
credit.


3.  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 approximately  39,395,000 and 38,955,000 for the thirteen
weeks  ended  October  2,  1999  and  September  26,  1998,  respectively,   and
approximately  39,305,000 and 38,868,000 for the thirty-nine weeks ended October
2, 1999 and September  26, 1998,  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  weighted-average  shares  outstanding for the diluted earnings per
share calculation were approximately  40,940,000 and 40,508,000 for the thirteen
weeks  ended  October  2,  1999  and  September  26,  1998,  respectively,   and
approximately  40,959,000 and 40,387,000 for the thirty-nine weeks ended October
2, 1999 and September 26, 1998, respectively.


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
October 2, 1999,  the  liability  under the Plan,  which is  reflected  in other
long-term liabilities, was $5.2 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 October 2, 1999 and  September  26,  1998,  and the  related
consolidated  statements of  operations  for the thirteen and  thirty-nine  week
periods then ended and the related consolidated statements of cash flows for the
thirty-nine  week periods ended  October 2, 1999 and  September 26, 1998.  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, 1998 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 3, 1999 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, 1998, 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
October 20, 1999







<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 October 2, 1999 Compared with Thirteen Weeks Ended
September 26, 1998

Net sales increased 22.4% to $341.1 million for the thirteen weeks ended October
2, 1999,  up from $278.6  million for the same  period in 1998,  primarily  as a
result of new store  openings  since  September 26, 1998.  Comparable  store net
sales for the thirteen  weeks ended October 2, 1999  increased  5.2% as compared
with an increase of 11.2% for the same  period last year.  Comparable  store net
sales as a whole  continued  to  remain  strong  across  most  major  geographic
regions.

During the thirteen  weeks ended October 2, 1999,  the Company  opened 15 stores
and closed two stores,  compared  with  opening six stores and closing one store
during the same period last year. At October 2, 1999,  the Company  operated 217
stores,  of which 210 were  superstores,  compared with 183 stores, of which 169
were superstores, at September 26, 1998. Store square footage increased 24.0% to
7,425,000 at October 2, 1999 compared with 5,990,000 at September 26, 1998.

For the thirteen weeks ended October 2, 1999, net sales of "things"  merchandise
increased  approximately  30% over the same  period in 1998,  while net sales of
"linens" merchandise  increased  approximately 20% over the same period in 1998.
This is consistent  with the Company's  strategy to increase the  penetration of
"things"  merchandise.  The increase in net sales of "things" merchandise is the
result of the  continued  maturation  of this  business  as well as the  overall
expansion of the product categories in new and existing stores.

Gross profit for the thirteen weeks ended October 2, 1999 was $137.2 million, or
40.2% of net sales, compared with $111.2 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 and better buying.  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
October 2, 1999 were $113.4 million, or 33.2% of net sales,  compared with $93.2
million,  or 33.4% of net sales, for the same period last year. This decrease as
a percentage of net sales is primarily a function of increased  leverage through
strong comparable store net sales. However,  these savings were partially offset
by costs related to increased store openings as well as continued  investment in
store payroll in order to improve guest service levels.  Management believes the
improvement in guest service has contributed to the strong  comparable store net
sales performance.

Operating profit for the thirteen weeks ended October 2, 1999 increased to $23.9
million,  or 7.0% of net  sales,  compared  with $18.0  million,  or 6.5% of net
sales, for the same period last year.

The Company incurred net interest expense of  approximately  $34,000  (including
commitment fees in connection  with the Company's $90 million credit  agreement)
for the  thirteen  weeks  ended  October 2, 1999,  compared  with  approximately
$105,000 for the same period in 1998.

The  Company's  income tax expense for the thirteen  weeks ended October 2, 1999
was approximately $9.2 million as compared with $6.9 million for the same period
last year.  The Company's  effective  tax rate was 38.5% for the thirteen  weeks
ending October 2, 1999 and September 26, 1998.



<PAGE>



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

Net income for the  thirteen  weeks  ended  October 2, 1999  increased  to $14.7
million,  or $0.36 per share,  compared with $11.0 million,  or $0.27 per share,
for the same period last year.

Thirty-Nine Weeks Ended October 2, 1999 Compared with Thirty-Nine Weeks Ended
September 26, 1998

Net sales  increased  23.3% to $886.3  million for the  thirty-nine  weeks ended
October 2, 1999, up from $718.8  million for the same period in 1998,  primarily
as a result of new store openings since September 26, 1998. Comparable store net
sales for the thirty-nine weeks ended October 2, 1999 increased 5.7% as compared
with an increase of 8.4% for the same  period  last year.  Comparable  store net
sales as a whole  continued  to  remain  strong  across  most  major  geographic
regions.

During the thirty-nine weeks ended October 2, 1999, the Company opened 29 stores
and closed 8 stores,  compared  with  opening  17 stores  and  closing 10 stores
during the same period last year.

For the  thirty-nine  weeks  ended  October  2,  1999,  net  sales  of  "things"
merchandise increased  approximately 30% over the same period in 1998, while net
sales of "linens" merchandise  increased  approximately 20% over the same period
in 1998.  This is  consistent  with  the  Company's  strategy  to  increase  the
penetration  of  "things"  merchandise.  The  increase  in net sales of "things"
merchandise  is the result of the continued  maturation of this business as well
as the overall expansion of the product categories in new and existing stores.

Gross profit for the thirty-nine weeks ended October 2, 1999 was $354.8 million,
or 40.0% of net sales,  compared with $283.4 million, or 39.4% 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, as well as better buying.

Selling,  general and  administrative  expenses for the thirty-nine  weeks ended
October 2, 1999 were $316.9 million, or 35.8% of net sales, compared with $258.5
million,  or 36.0% of net sales, for the same period last year. This decrease as
a percentage of net sales is primarily a function of increased  leverage through
strong  comparable store net sales coupled with fewer store closings than in the
same period last year.  However,  these savings were  partially  offset by costs
related to increased  store  openings as well as continued  investment  in store
payroll  in order to improve  guest  service  levels.  Management  believes  the
improvement in guest service has contributed to the strong  comparable store net
sales performance.

Operating  profit for the  thirty-nine  weeks ended October 2, 1999 increased to
$38.0 million, or 4.3% of net sales, compared with $24.9 million, or 3.5% of net
sales, for the same period last year.

The  Company  earned  net  interest  income  of  approximately  $21,000  (net of
commitment fees in connection  with the Company's $90 million credit  agreement)
for the  thirty-nine  weeks ended October 2, 1999,  compared with  approximately
$5,000 of net interest expense for the same period in 1998.

The Company's income tax expense for the thirty-nine weeks ended October 2, 1999
was $14.6  million as compared  with $9.6 million for the same period last year.
The  Company's  effective  tax rate was 38.5% for the  thirty-nine  weeks ending
October 2, 1999 and September 26, 1998.

Net income for the  thirty-nine  weeks ended October 2, 1999  increased to $23.4
million,  or $0.57 per share,  compared with $15.3 million,  or $0.38 per share,
for the same period last year.


<PAGE>


Liquidity and Capital Resources

The Company's capital requirements are primarily  investments in new stores, new
store  inventory  purchases and seasonal  working  capital,  as well as a second
distribution   center  that  became  fully   functional  in  June  1999.   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  provided  by  operating  activities  for the  thirty-nine  weeks ended
October  2,  1999 was $0.5  million  compared  with net cash  used in  operating
activities of $10.5 million for the same period last year. The net cash provided
by  operating  activities  was due to a larger  increase in accounts  payable as
compared with last year resulting from increased inventory levels and the timing
of vendor  payments.  The  increase in  inventory  primarily  resulted  from the
increased number of new stores since September 26, 1998.

Net cash used in investing activities during the thirty-nine weeks ended October
2, 1999 was $55.1  million  compared with $24.9 million for the same period last
year. The increase is associated with the timing and number of the Company's new
store  openings,  as well as capital  expenditures  for the second  distribution
center in southern New Jersey which became fully  functional in June 1999. Also,
more of the stores  scheduled for remodel were completed  earlier in the year as
compared with the prior year.

Net cash provided by financing  activities  during the  thirty-nine  weeks ended
October  2, 1999 was $30.3  million  compared  with $11.3  million  for the same
period last year. Net cash provided during the  thirty-nine  weeks ended October
2, 1999 was primarily the result of the timing and settlement of vendor payments
as well as the  proceeds  and  Federal  tax  benefits  related  to common  stock
exercised under stock incentive plans.

Year 2000

The Company has  conducted a  comprehensive  review of its  computer  systems to
identify  material  systems  that could be affected by the "Year 2000" issue and
has developed an implementation plan intended to address this issue.

The Company has adopted a five-phase Year 2000 program, the principal components
of which are:

Phase I:     Identification  and ranking of those internal  Company systems,
             technology  and  equipment  considered  critical  or  substantially
             important to the flow of its  operations;  and  communication  with
             certain significant suppliers and vendors to the Company concerning
             their Year 2000 readiness

Phase II:    Assessment of items identified in Phase I

Phase III:   Remediation  or  replacement  of  non-compliant  identified
             internal  systems and  components and determination of solutions
             for non-compliant suppliers and vendors

Phase IV:    Testing of systems and components

Phase V:     Developing a contingency  plan to address the most  reasonably
             likely worst case  scenarios  with respect to  Year 2000


<PAGE>



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



The  identification  and assessment phases of the Year 2000 program with respect
to the Company's systems and equipment have been substantially completed for the
Company's  mission critical and other major information  technology  systems and
hardware  ("IT  Systems")  and  for  the  Company's  non-information  technology
equipment known to the Company to have  microchips or other embedded  technology
and considered critical or substantially important to the flow of its operations
("non-IT Company Equipment").  The Company has also substantially  completed the
remediation  phase for its IT  Systems  and its  non-IT  Company  Equipment  and
substantially completed testing for its mission critical IT Systems. The Company
has completed the testing phase for its IT Systems and non-IT Company Equipment,
including  installation  and testing of Year 2000  versions.  The  Company  will
continue periodic testing during fiscal 1999 for new installations,  versions or
changes.  Virtually all the compliance has been performed using internal
resources.

In addition to Year 2000  implementation  for the Company's internal systems and
equipment,  the Company  continues  to be in the process of  communicating  with
major  business  suppliers  and vendors in order to endeavor to determine  their
state  of  readiness,  based on  these  communications  with  such  third  party
suppliers  and vendors,  with respect to Year 2000.  Assessment  of  significant
third party Year 2000  readiness has been  substantially  completed.  Failure of
suppliers, vendors or other third parties to timely address and remedy Year 2000
problems or to develop  and effect  appropriate  contingency  plans could have a
material  adverse effect on the Company's  business and operations.  The Company
believes that the geographically  disbursed nature of its business and its large
supplier and vendor base should tend to minimize such potential adverse effects.

The Company presently  believes that with modifications to existing software and
conversions to new software for certain applications, the Year 2000 problem will
not cause a significant  disruption of its  operations.  However,  the Year 2000
problem is unique and the  Company's  Year 2000  compliance  program is based on
various  assumptions and  expectations  that cannot be assured.  Potential risks
include loss of electric power or certain communication links, failure of one or
more of the Company's  internal  systems which disrupt its normal sales or other
operations,  failure  of  suppliers  or vendors  (or of  entities  which  supply
products,  services  or  materials  to  them)  to  be  Year  2000  ready,  other
disruptions to its business such as delayed  deliveries from suppliers,  as well
as disruptions to the distribution  channels,  including  ports,  transportation
services and the Company's own distribution centers. The Company has developed a
contingency plan for certain mission critical systems.

The Company  does not expect the costs  associated  with this Year 2000  project
(including  internal personnel costs) to be material to the Company's  financial
condition or results of  operations.  Costs  incurred to date have been expensed
and  were  budgeted  costs  funded  through  operating  cash  flows.  The  costs
associated with the completion of Year 2000 will be expensed as incurred and are
not  currently  expected  to have a  material  adverse  impact on the  Company's
financial position or results of operations. The Company's cost estimates do not
include costs associated with addressing and resolving issues as a result of the
failure of third parties to be Year 2000 compliant and or for  implementing  any
contingency plans.



<PAGE>



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



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

The 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 and any potential disruptions to
the  Company's  operations  caused  by any Year  2000  failures  related  to the
Company's systems, equipment or third parties. 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:


         No Current  Reports on Form 8-K were  filed by the  Company  during the
         thirteen week period ended October 2, 1999.



                                                 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
                                              Vice President, Chief
                                              Financial Officer
                                             (Duly authorized officer and
                                              principal financial officer)
Date:    November 15, 1999