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 3, 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 May 12, 1999
             -----                             ---------------------------

Common Stock, $0.01 par value                          39,342,402


<PAGE>
<TABLE>
<CAPTION>

                                                       INDEX


Part I.  Financial Information                                                          Page No.


<S>                                                                                     <C>
  Item 1.     Financial Statements

              Consolidated Statements of Operations for the
                 First Quarter Ended April 3, 1999 and March 28, 1998                         3

              Consolidated Balance Sheets as of April 3, 1999,
                 December 31, 1998 and March 28, 1998                                         4

              Consolidated Statements of Cash Flows for the
                 First Quarter Ended April 3, 1999 and March 28, 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                             8-11

  Item 3.     Quantitative and Qualitative Disclosures about Market Risk                     11


Part II. Other Information

  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)


                                                                         First Quarter Ended
                                                                --------------------------------------
                                                                    April 3,            March 28,
                                                                      1999                 1998
                                                                -----------------    -----------------
                                                                             (Unaudited)
<S>                                                                 <C>                     <C>
Net sales                                                              $273,540             $218,037 

Cost of sales, including buying and warehousing costs                   166,848              134,707 
                                                                -----------------    -----------------

Gross profit                                                            106,692               83,330 

Selling, general and administrative expenses                            101,043               81,133 
                                                                -----------------    -----------------

Operating profit                                                          5,649                2,197 

Interest income, net                                                        198                  203 
                                                                -----------------    -----------------

Income before provision for income taxes                                  5,847                2,400 

Provision for income taxes                                                2,252                  925 
                                                                -----------------    -----------------

Net income                                                              $ 3,595             $ 1,475 
                                                                =================    ================

Per share of common stock:

Basic
   Net income per share                                                  $ 0.09              $ 0.04 

   Weighted average shares outstanding                                   39,156              38,763 

Diluted
   Net income per share                                                  $ 0.09             $  0.04 

   Weighted average shares outstanding                                   40,862              40,206 

</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 3,            December 31,             March 28,
                                                                         1999                  1998                   1998
                                                                   ------------------    ------------------    -------------------
                                                                      (Unaudited)                                 (Unaudited)
<S>                                                                   <C>                       <C>                      <C>      
Assets
    Current assets:
      Cash and cash equivalents                                             $22,047              $42,638                  $26,118
      Accounts receivable, net                                               24,164               22,814                   13,076
      Inventories                                                           288,317              271,389                  233,245
      Prepaid expenses and other current assets                              18,301               18,567                   11,260
                                                                   ------------------    ------------------    -------------------
    Total current assets                                                    352,829              355,408                  283,699

    Property and equipment, net                                             187,276              179,439                  154,424
    Goodwill, net                                                            20,464               20,676                   21,313
    Deferred charges and other noncurrent assets, net                         5,144                5,321                    6,032
                                                                   ------------------    ------------------    -------------------

Total assets                                                               $565,713             $560,844                 $465,468
                                                                   ==================    ==================    ===================

Liabilities and Shareholders' Equity 
    Current liabilities:
      Accounts payable                                                     $130,345             $115,754                 $102,678
      Accrued expenses and other current liabilities                         63,208               84,761                   52,255
                                                                   ------------------    ------------------    -------------------
    Total current liabilities                                               193,553              200,515                  154,933

    Deferred income taxes and other long-term liabilities                    39,396               36,753                   26,025

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

      Common stock, $0.01 par value;
           60,000,000 shares authorized; 39,379,985
           issued and 39,326,652 outstanding at
           April 3, 1999, 39,091,281 issued and
           39,037,948 outstanding at December 31,
           1998 and 38,862,808 issued and outstanding
           at March 28, 1998                                                    394                   391                     388
      Additional paid-in capital                                            216,968               211,378                 207,512
      Retained earnings                                                     116,792               113,197                  76,610
      Treasury stock, at cost, 53,333 shares at
           April 3, 1999 and December 31, 1998                               (1,390)               (1,390)                     --
                                                                   ------------------    ------------------    -------------------
    Total shareholders' equity                                              332,764               323,576                 284,510

Total liabilities and shareholders' equity                                 $565,713              $560,844                $465,468
                                                                   ==================    ==================    ===================

</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>


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


<TABLE>
<CAPTION>

                                                                            First Quarter Ended
                                                                  -----------------------------------------
                                                                       April 3,              March 28,
                                                                         1999                  1998
                                                                  -------------------    ------------------
                                                                                (Unaudited)
<S>                                                                         <C>                   <C>
Cash flows from operating activities:
Net income                                                                  $ 3,595               $ 1,475 
   Adjustments to reconcile net income to net
   cash used in operating activities:
     Depreciation and amortization                                            6,260                 5,004 
     Deferred income taxes                                                    1,096                   215 
     Loss on disposal of assets                                                  83                   214 
     Changes in assets and liabilities:
       (Increase) decrease in accounts receivable                            (1,350)                  688 
       Increase in inventories                                              (16,928)              (10,057)
       Decrease in prepaid expenses and other                   
         current assets                                                         692                 1,592 
       Increase (decrease) in accounts payable                               16,124                (4,965)
       Decrease in accrued expenses and other
         liabilities                                                        (18,176)               (7,624)
                                                                  -------------------    ------------------
   Net cash used in operating activities                                     (8,604)              (13,458)
                                                                  -------------------    ------------------

Cash flows from investing activities:
   Additions to property and equipment                                      (13,519)               (4,780)
                                                                  -------------------    ------------------

Cash flows from financing activities:
   Proceeds from common stock exercised under
         stock incentive plans                                                5,593                 3,000 
   (Decrease) increase in book overdrafts                                    (4,061)                1,474 
                                                                  -------------------    ------------------
   Net cash provided by financing activities                                  1,532                 4,474 
                                                                  -------------------    ------------------

   Net decrease in cash and cash equivalents                                (20,591)              (13,764)
   Cash and cash equivalents at beginning of year                            42,638                39,882 
                                                                  -------------------    ------------------

Cash and cash equivalents at end of period                                 $ 22,047              $ 26,118
                                                                  ===================    ==================

</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 April 3, 1999 and March 28, 1998 and the
results of  operations  and cash flows for the  respective  first  quarter  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 April 3, 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 April 3,  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 39,156,362  and  38,763,054  for the first quarter ended
April 3, 1999 and March 28, 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  40,861,848  and 40,206,136 for the first quarter ended
April 3, 1999 and March 28, 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
April 3,  1999,  the  liability  under the  Plan,  which is  reflected  in other
long-term liabilities, was $5.4 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  3,  1999  and  March  28,  1998,  and  the  related
consolidated  statements of operations and cash flows for the three month period
then ended.  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
April 19, 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

First  Quarter  Ended April 3, 1999  Compared with First Quarter Ended March 28,
1998

Net sales increased 25.5% to $273.5 million for the first quarter ended April 3,
1999, up from $218.0 million for the same period in 1998,  primarily as a result
of new store  openings  since March 28, 1998.  The first  quarter ended April 3,
1999 contained six more selling days compared with the first quarter ended March
28, 1998.  Comparable  store net sales for the first quarter ended April 3, 1999
increased  6.3% as  compared  with an  increase of 7.5% for the same period last
year.  Comparable  store net sales as a whole  continued to remain strong across
most major geographic regions.

During the first  quarter ended April 3, 1999,  the Company  opened three stores
and closed three  stores,  compared  with opening  three stores and closing five
stores during the same period last year. At April 3, 1999, the Company  operated
196 stores,  of which 185 were  superstores,  compared with 174 stores, of which
156  were  superstores,  at March  28,  1998.  Store  square  footage  increased
approximately  17.9% to 6,543,000 at April 3, 1999  compared  with  5,552,000 at
March 28, 1998.

For the first  quarter  ended April 3, 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 first  quarter ended April 3, 1999 was $106.7  million,  or
39.0% of net sales,  compared with $83.3 million, or 38.2% 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, as well as lower markdowns.

Selling,  general and administrative  expenses for the first quarter ended April
3, 1999 were $101.0 million, or 36.9% of net sales, compared with $81.1 million,
or 37.2% 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
additional  selling  expense as the Company  continues to improve  guest service
levels through increased payroll.  Management  believes the improvement in guest
service has contributed to the strong comparable store net sales performance.

Operating  profit for the first  quarter  ended April 3, 1999  increased to $5.6
million, or 2.1% of net sales, compared with $2.2 million, or 1.0% of net sales,
for the same period last year.

The  Company  earned  net  interest  income of  approximately  $198,000  (net of
commitment fees in connection  with the Company's $90 million credit  agreement)
for the first quarter ended April 3, 1999, compared with approximately  $203,000
for the same period in 1998.

The  Company's  income tax expense for the first quarter ended April 3, 1999 was
$2.3 million as compared  with $0.9  million for the same period last year.  The
Company's  effective tax rate was 38.5% for the first  quarters  ending April 3,
1999 and March 28, 1998.


<PAGE>


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

Net income for the first quarter ended April 3, 1999  increased to $3.6 million,
or $0.09 per share, compared with $1.5 million, or $0.04 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,  as well as a second
distribution  center  that is  currently  planned  to open 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 used in operating  activities for the first quarter ended April 3, 1999
was $8.6 million  compared with $13.5 million for the same period last year. The
decrease in net cash used in operating  activities was due to an increase in net
income  as  well  as  improved  working  capital  management.  Accounts  payable
increased  over last year due to  increased  inventory  levels and the timing of
vendor payments. The increase in inventory primarily reflects the opening of new
stores since the same period last year.

Net cash used in investing  activities  during the first  quarter ended April 3,
1999 was $13.5 million compared with $4.8 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.

Net cash provided by financing  activities  during the first quarter ended April
3, 1999 was $1.5  million  compared  with $4.5  million for the same period last
year.  Net cash  provided  during  the  first  quarter  ended  April 3, 1999 was
primarily  the result of proceeds  received  from common stock  exercised  under
stock incentive plans, offset by the timing and settlement of vendor payments.

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


<PAGE>


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


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

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
currently  expects to complete  the testing  phase for its IT Systems and non-IT
Company Equipment,  including installation and testing of Year 2000 versions, by
approximately  the end of the second  quarter of 1999. The Company will continue
periodic testing during fiscal 1999 for new installations,  versions or changes.
Virtually all the compliance has been performed and is currently  expected to be
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 with respect to Year 2000.  Assessment of  significant  third
party Year 2000 readiness is expected to be substantially completed in mid-1999.
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 is in the
process of developing a contingency plan for certain mission  critical  systems,
which is expected to be completed by approximately the third quarter of 1999 and
will be based on its continuing assessment of potential risks.

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  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 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
   ------      -----------

    3.1        Certificate of Incorporation  1
    3.2        Amended and Restated Certificate of Incorporation 1,6
    3.3        By-Laws  1
    4          Specimen Certificate of Common Stock 1
   10.1        Transitional Services Agreement between the Registrant and
               CVS Corporation 1
   10.2        Stockholder Agreement between the Registrant and CVS
               Corporation 1
   10.3        Tax Disaffiliation Agreement between the Registrant and CVS
               Corporation 1
   10.4        Subordinated Note between Registrant and CVS 1
   10.5        Credit Facility 5
   10.6        Employment Agreement with Norman Axelrod *1
   10.8        Employment Agreement with Steven B. Silverstein *1
   10.9        Employment Agreement with Hugh J. Scullin *1
   10.10       1996 Incentive Compensation Plan *1
   10.11       1996 Non-Employee Director Stock Plan *1
   11          Computation of Ratio of Earnings to Fixed Charges 4
   13          Annual Report to Shareholders for 1998 fiscal year **4
   15          Letter re unaudited interim financial information 2
   21          List of Subsidiaries 3
   27          Financial Data Schedule (filed electronically with SEC only) 2


--------------------------------------------------------------------------------
1     Incorporated  by  reference  to the  Exhibits  filed  with  the  Company's
      Registration  Statement on Form S-1 (No.  333-12267),  which  Registration
      Statement became effective on November 26, 1996.


2     Filed with this Form 10-Q.

3     Incorporated by reference to Exhibit 21 to the Company's 1996 Annual 
      Report on Form 10-K.

4     Incorporated by reference to Exhibit 11 to the Company's 1998 Annual
      Report on Form 10-K.

5     Incorporated by reference to Current Report on Form 8-K dated 
      March 31, 1998.

6     Incorporated by reference to Current Report on Form 8-K dated May 5, 1999.

*     Management contract or compensatory plan or arrangement.

**    With the  exception of the  information  incorporated  by reference to the
      Annual Report to  Shareholders in Items 6, 7, and 8 of Part II and Item 14
      of Part IV of the 1998 Form 10-K, the Annual Report to Shareholders is not
      deemed filed as part of the 1998 Form 10-K.

--------------------------------------------------------------------------------

<PAGE>


b)       Reports on Form 8-K:

       No Current Reports on Form 8-K were filed by the Company during the first
quarter ended April 3, 1999.

The Company filed a Current Report on Form 8-K dated May 5, 1999 setting forth a
copy of the  Certificate  of  Amendment  to the  Company's  Amended and Restated
Certificate  of  Incorporation  increasing  the number of  authorized  shares of
Common Stock from 60 million shares to 135 million shares.



                                    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:    May 17, 1999