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 September 30, 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 November 6, 2000
             -----                       -------------------------------

Common Stock, $0.01 par value                    40,005,834


<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 September 30, 2000
                 (Unaudited) and October 2, 1999 (Unaudited)                                  3

              Consolidated Balance Sheets as of September 30, 2000 (Unaudited),
                 January 1, 2000  and October 2, 1999 (Unaudited)                             4

              Consolidated Statements of Cash Flows for the
                 Thirty-Nine Weeks Ended September 30, 2000 (Unaudited) and
                 October 2, 1999 (Unaudited)                                                  5

              Notes to Consolidated Financial Statements                                    6-7

              Independent Auditors' Review Report                                             8

  Item 2.     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations                             9-12

  Item 3.     Quantitative and Qualitative Disclosures about Market Risk                     12


Part II. Other Information

  Item 1.     Legal Proceedings                                                              13

  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 per share amounts)
                                                    (Unaudited)


                                                                    Thirteen Weeks Ended                 Thirty-Nine Weeks Ended
                                                              ----------------------------------    --------------------------------
                                                              September 30,      October 2,        September 30,     October 2,
                                                                   2000             1999               2000             1999
                                                              ---------------    -------------    ----------------   -------------
<S>                                                                <C>               <C>               <C>               <C>
Net sales                                                          $ 410,371         $341,122          $1,077,002        $886,290

Cost of sales, including buying and warehousing costs
                                                                     244,285          203,886             642,932         531,467
                                                              ---------------    -------------    ----------------   -------------

Gross profit                                                         166,086          137,236             434,070         354,823

Selling, general and administrative expenses                         135,576          113,361             383,546         316,858
                                                              ---------------    -------------    ----------------   -------------

Operating profit                                                      30,510           23,875              50,524          37,965

Interest expense (income), net                                           663               34               1,223             (21)
                                                              ---------------    -------------    ----------------   -------------

Income before provision for income taxes                              29,847           23,841              49,301          37,986

Provision for income taxes                                            11,441            9,179              18,893          14,626
                                                              ---------------    -------------    ----------------   -------------

Net income                                                          $ 18,406         $ 14,662            $ 30,408       $  23,360
                                                              ===============    =============    ================   =============

Per share of common stock:

Basic
   Net income per share                                                $0.46            $0.37               $0.77          $0.59

   Weighted average shares outstanding                                39,965           39,395              39,706         39,305

Diluted
   Net income per share                                                $0.45            $0.36               $0.75          $0.57

   Weighted average shares outstanding                                40,811           40,940              40,616         40,959


</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)

                                                                     September 30,          January 1,            October 2,
                                                                         2000                  2000                  1999
                                                                   ------------------    ------------------    -----------------
                                                                      (Unaudited)                                (Unaudited)
<S>                                                                       <C>                    <C>                  <C>
Assets
    Current assets:
      Cash and cash equivalents                                            $   6,039             $  45,751            $  18,408
      Accounts receivable, net                                                26,489                20,836               20,877
      Inventories                                                            475,224               342,681              369,255
      Prepaid expenses and other current assets                               23,816                21,410               21,009
                                                                   ------------------    ------------------    -----------------
    Total current assets                                                     531,568               430,678              429,549

    Property and equipment, net                                              260,990               223,725              215,787
    Goodwill, net                                                             19,189                19,826               20,039
    Deferred charges and other noncurrent assets, net                          6,898                 5,687                5,353
                                                                   ------------------    ------------------    -----------------

Total assets                                                               $ 818,645            $  679,916           $  670,728
                                                                   ==================    ==================    =================

Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable                                                     $ 216,987            $  144,884           $  180,898
      Accrued expenses and other current liabilities                         109,800               104,414               95,006
        Short-term borrowings                                                 15,100                    --                   --
                                                                   ------------------    ------------------    -----------------
    Total current liabilities                                                341,887               249,298              275,904

     Deferred income taxes and other long-term liabilities                    54,518                46,656               41,691

    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 September  30, 2000,  January 1, 2000 and October 2, 1999;
         40,074,906  shares  issued  and  39,968,429   outstanding  at
         September 30, 2000;  39,555,259  shares issued and 39,478,782
         outstanding at January 1, 2000;  39,473,234 shares issued and
         39,396,757 outstanding at October 2, 1999                               401                  396                   395
      Additional paid-in capital                                             229,738              220,751               218,615
      Retained earnings                                                      195,657              165,249               136,557
         Accumulated other comprehensive income                                 (308)                  --                    --
        Treasury stock, at cost, 106,477 shares at September 30,
         2000; 76,477 shares at January 1, 2000 and October
         2, 1999                                                              (3,248)              (2,434)               (2,434)
                                                                   ------------------    ------------------    -----------------
    Total shareholders' equity                                               422,240              383,962               353,133
                                                                   ------------------    ------------------    -----------------

Total liabilities and shareholders' equity                                 $ 818,645            $ 679,916              $670,728
                                                                   ==================    ==================    =================

      See accompanying notes to consolidated financial statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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




                                                                          Thirty-Nine Weeks Ended
                                                                  -----------------------------------------
                                                                    September 30,           October 2,
                                                                         2000                  1999
                                                                  -------------------    ------------------
                                                                                (Unaudited)
<S>                                                                        <C>                  <C>
Cash flows from operating activities:
Net income                                                                 $  30,408            $   23,360
   Adjustments to reconcile net income to net
     cash (used in) provided by operating activities:
     Depreciation and amortization                                            23,816                19,851
     Deferred income taxes                                                     2,507                 1,784
     Loss on disposal of assets                                                  791                   553
     Federal tax benefit from common stock exercised
       under stock incentive plans                                             2,776                 4,106
     Changes in assets and liabilities:
       (Increase) decrease in accounts receivable                             (5,653)                1,937
       Increase in inventories                                              (132,543)              (97,866)
       Decrease (increase) in prepaid expenses and
            other current assets                                                  58                (1,640)
       Increase in deferred charges                                           (1,654)                 (569)
       Increase in accounts payable                                           58,871                61,941
       Increase (decrease) in accrued expenses
        and other liabilities                                                 18,333                (8,841)
                                                                  -------------------       ------------------
   Net cash (used in) provided by operating activities                        (2,290)                4,616
                                                                  -------------------       ------------------

Cash flows from investing activities:
   Additions to property and equipment                                       (60,791)              (55,055)
                                                                  -------------------       ------------------

Cash flows from financing activities:
   Proceeds from common stock exercised under
      stock incentive plans                                                    6,216                 3,135
   Purchase of treasury stock                                                   (814)               (1,044)
   Increase in book overdrafts                                                 2,867                24,118
   Increase in short-term borrowings                                          15,100                    --
                                                                  -------------------       -----------------
   Net cash provided by financing activities                                  23,369                26,209
                                                                  -------------------       -----------------

   Net decrease in cash and cash equivalents                                 (39,712)              (24,230)
   Cash and cash equivalents at beginning of year                             45,751                42,638
                                                                  -------------------       -----------------

Cash and cash equivalents at end of period                                  $  6,039            $   18,408
                                                                  ===================       =================

</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  September  30, 2000 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 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 which was due to expire March 31, 2001.  The amount of borrowings  under
that Credit  Agreement  could be increased up to $125 million  provided  certain
terms and  conditions  contained  in the Credit  Agreement  were met. The Credit
Agreement contained 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
September 30, 2000, the Company was in compliance  with the terms and conditions
of the Credit Agreement. The Credit Agreement also allowed for up to $25 million
in borrowings from uncommitted  lines of credit outside of the Credit Agreement.
As of  September  30,  2000,  the  Company  had no  borrowings  under the Credit
Agreement and had $15.1 million in borrowings  against the uncommitted  lines of
credit.  See Note 5,  "Subsequent  Event",  as to the $140  million  replacement
credit facility entered into by the Company on October 20, 2000.

3.  Recent Accounting Pronouncements

The Company is required to adopt Statement of Financial  Standards  ("SFAS") No.
133 "Accounting for Derivative  Instruments and Hedging  Activities"  ("SFAS No.
133").  This  statement is effective for fiscal years  beginning  after June 15,
1999. The Company has determined that the  implementation of SFAS No. 133 is not
expected to have a significant  effect on its results of operations or financial
position.  This  statement  is  not  required  to be  applied  retroactively  to
financial statements of prior periods.

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

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

<PAGE>

4.       Comprehensive Income

Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive  Income"  ("SFAS No.  130"),  requires that items defined as other
comprehensive  income,  such as foreign  currency  translation  adjustments,  be
separately  classified  in the  financial  statements  and that the  accumulated
balance of other  comprehensive  income be  reported  separately  from  retained
earnings and  additional  paid-in  capital in the equity  section of the balance
sheet. The components of  comprehensive  income for the thirteen and thirty-nine
week periods ended September 30, 2000 are as follows:

<TABLE>
<CAPTION>

                                                              Thirteen Weeks Ended                 Thirty-nine Weeks Ended
                                                               September 30, 2000                   September 30, 2000
                                                           -----------------------           -----------------------------
<S>                                                                  <C>                                   <C>
Comprehensive Income:
Net Income                                                           $ 18,406                              $ 30,408
Other comprehensive income --
    Foreign currency translation adjustment                              (142)                                 (308)
                                                           ------------------------          -----------------------------
Comprehensive income                                                 $ 18,264                              $ 30,100
                                                           ========================          =============================

</TABLE>

5.       Subsequent Event

     On October  20,  2000,  the  Company  entered  into a $140  million  Credit
     Agreement with Fleet Bank and the lenders party thereto (the  "Agreement").
     The Agreement  replaces the Credit  Agreement dated as of March 31, 1998 by
     and among the Company,  each  subsidiary  party thereto,  the lenders party
     thereto and The Bank of New York.

     The terms of the new Credit  Agreement  include,  among  other  things,  an
     option to  increase  the size of the  facility  to $150  million if certain
     conditions  are met.  The  Agreement  also  allows for up to $40 million in
     borrowings from uncommitted lines of credit.


<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  September  30,  2000 and  October 2, 1999,  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  September  30, 2000 and October 2, 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
October 18, 2000, except as to Notes 2 and 5 which are as of October 20, 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  September 30, 2000  Compared  with  Thirteen  Weeks Ended
October 2, 1999

Net sales  increased  20.3% to  $410.4  million  for the  thirteen  weeks  ended
September  30,  2000,  up from  $341.1  million  for the  same  period  in 1999,
primarily as a result of new store  openings  since  October 2, 1999.  Net sales
were also driven by a healthy mix of core businesses, a positive response to new
fashions in the  Company's  textile  business  and growth of the  Company's  new
product  offerings in the "things"  business.  The Company continues to increase
its penetration of the "things" business,  which represents approximately 40% of
total  net  sales.  Comparable  store net sales  for the  thirteen  weeks  ended
September 30, 2000  increased  4.0% as compared with an increase of 5.2% for the
same period last year.

During the thirteen weeks ended September 30, 2000, the Company opened 23 stores
and closed no stores,  compared  with  opening 15 stores and  closing two stores
during the same period last year.  At September 30, 2000,  the Company  operated
267 stores,  compared with 217 stores,  at October 2, 1999. Store square footage
increased  24.6% to 9,255,000 at September 30, 2000  compared with  7,425,000 at
October 2, 1999.

Gross profit for the thirteen weeks ended September 30, 2000 was $166.1 million,
or 40.5% of net sales,  compared with $137.2 million, or 40.2% of net sales, for
the same period last year.  The  increase in gross  profit was due  primarily to
improved  mark-on as a result of overall selling mix,  increased  penetration of
seasonal  products  and  improved  buying.  In  addition,  logistics  costs as a
percentage  of net sales were lower than last year as the Company  continues  to
leverage  these costs  through its  distribution  network.  Furthermore,  as the
Company's  logistics  network continues to mature,  the Company  recognizes such
benefits as lower freight costs,  improved store  operational  efficiencies  and
improvements in pipeline management.

Selling,  general  and  administrative  expenses  for the  thirteen  weeks ended
September  30, 2000 were $135.6  million,  or 33.0% of net sales,  compared with
$113.4 million,  or 33.2% of net sales, for the same period last year.  Although
the Company  opened 23 stores this quarter versus 15 stores for the same quarter
last year, the pre-opening  costs associated with these eight additional  stores
was  more  than  offset  by  the  leveraging  of  occupancy  costs,  promotional
expenditures and administrative expenses.

Operating  profit for the thirteen  weeks ended  September 30, 2000 increased to
$30.5 million, or 7.4% of net sales, compared with $23.9 million, or 7.0% of net
sales, for the same period last year.

The Company incurred net interest expense of approximately  $663,000  (including
the amortization of commitment fees in connection with the Company's $90 million
credit agreement) for the thirteen weeks ended September 30, 2000, compared with
approximately  $34,000 for the same period in 1999. The higher interest  expense
is  predominately  due to increased  average  borrowings as compared to the same
period last year and increased average interest rates.

The Company's income tax expense for the thirteen weeks ended September 30, 2000
was  approximately  $11.4  million as  compared  with $9.2  million for the same
period last year.  The  Company's  effective tax rate was 38.3% for the thirteen
weeks ending  September  30, 2000 as compared  with 38.5% for the same period in
1999.  The  decrease  in tax rate is  primarily  attributable  to an increase in
earnings before taxes while book to tax permanent differences remained constant.



<PAGE>



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

As a result of the factors  described  above,  net income for the thirteen weeks
ended  September  30,  2000  increased  to $18.4  million,  or $0.45 per  share,
compared with $14.7 million, or $0.36 per share, for the same period last year.

Thirty-Nine Weeks Ended September 30, 2000 Compared with Thirty-Nine Weeks Ended
October 2, 1999

Net sales  increased 21.5% to $1,077.0  million for the thirty-nine  weeks ended
September  30,  2000,  up from  $886.3  million  for the  same  period  in 1999,
primarily as a result of new store  openings  since October 2, 1999.  Comparable
store net sales for the  thirty-nine  weeks ended  September 30, 2000  increased
4.3% as compared  with an  increase  of 5.7% for the same period last year.  The
Company  continues to increase its penetration of the "things"  business,  which
represents approximately 40% of total net sales.

During the  thirty-nine  weeks ended  September 30, 2000,  the Company opened 40
stores and closed 3 stores, compared with opening 29 stores and closing 8 stores
during the same period last year.

Gross  profit for the  thirty-nine  weeks  ended  September  30, 2000 was $434.1
million,  or 40.3% of net sales,  compared with $354.8 million,  or 40.0% of net
sales,  for the same period  last year.  The  increase  in gross  profit was due
primarily  to   improvements   in  selling  mix,  which  included  an  increased
penetration  of higher  margin  seasonal  merchandise,  improved  buying and the
leveraging  of logistics  costs  through the use of the  Company's  distribution
network.

Selling,  general and  administrative  expenses for the thirty-nine  weeks ended
September  30, 2000 were $383.5  million,  or 35.6% of net sales,  compared with
$316.9  million,  or 35.8% of net sales,  for the same  period  last year.  This
decrease as a percentage  of net sales is  primarily  due to the  leveraging  of
occupancy  costs  and  administrative  expenses, offset  in  part  by  continued
investment in store payroll in order to improve guest service levels.

Operating profit for the thirty-nine weeks ended September 30, 2000 increased to
$50.5 million, or 4.7% of net sales, compared with $38.0 million, or 4.3% of net
sales, for the same period last year.

The Company had net interest  expense of approximately  $1.2 million  (including
the amortization of commitment fees in connection with the Company's $90 million
credit agreement) for the thirty-nine  weeks ended September 30, 2000,  compared
with  approximately  $21,000 of net interest income for the same period in 1999.
The higher interest expense is predominately due to increased average borrowings
and higher average interest rates.

The Company's  income tax expense for the thirty-nine  weeks ended September 30,
2000 was $18.9  million as compared  with $14.6 million for the same period last
year.  The  Company's  effective  tax rate was 38.3% for the  thirty-nine  weeks
ending  September 30, 2000 compared to 38.5% for the same period last year.  The
decrease in tax rate is primarily attributable to an increase in earnings before
taxes while book to tax permanent differences remained constant.

As a result of the factors described above, net income for the thirty-nine weeks
ended  September  30,  2000  increased  to $30.4  million,  or $0.75 per  share,
compared with $23.4 million, or $0.57 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.  These requirements are
funded  through a combination  of  internally  generated  cash from  operations,
credit extended by suppliers and short-term borrowings.

On October 20, 2000, the Company  entered into a $140 million  Credit  Agreement
with Fleet Bank and the lenders party thereto (the  "Agreement").  The Agreement
replaces  the  Credit  Agreement  dated as of March  31,  1998 by and  among the
Company,  each subsidiary party thereto,  the lenders party thereto and The Bank
of New York. The terms of the Agreement  include,  among other things, an option
to increase the size of the facility to $150 million if certain  conditions  are
met.  The  Agreement  also  allows  for up to $40  million  in  borrowings  from
uncommitted lines of credit.

Net cash used in operating  activities for the thirty-nine weeks ended September
30,  2000  was  $2.3  million  compared  with net  cash  provided  by  operating
activities  of $4.6 million for the same period last year.  The net cash used in
operating activities was primarily attributable to an increase in inventory as a
result of an increase in the number of new store openings since October 2, 1999,
offset  in part  by an  increase  in  accrued  expenses  due to the  timing  and
settlement of vendor payments.

Net cash  used in  investing  activities  during  the  thirty-nine  weeks  ended
September  30, 2000 was $60.8  million  compared with $55.1 million for the same
period last year. The increase is associated  with the opening of 11 more stores
this  year  versus  the same  period  last  year,  which was  offset by  capital
expenditures  incurred  through  the  third  quarter  of  1999  for  the  second
distribution center.

Net cash provided by financing  activities  during the  thirty-nine  weeks ended
September  30, 2000 was $23.4  million  compared with $26.2 million for the same
period  last  year.  Net  cash  provided  by  financing  activities  during  the
thirty-nine  weeks  ended  September  30,  2000 was  primarily  the result of an
increase in short-term borrowings of $15.1 million.

Management  currently  believes that the Company's  cash flows from  operations,
credit extended by suppliers,  the revolving credit facility and the uncommitted
lines of credit will be sufficient to fund anticipated capital  expenditures and
working capital requirements in the foreseeable future.


<PAGE>


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


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  foregoing  contains  forward-looking  statements  within the meaning of The
Private  Securities  Litigation  Reform Act of 1995. The statements  were made a
number of times and have been identified by such forward-looking  terminology as
"expect,"  "believe,"  "may,"  "will,"  "intend,"  "plan,"  "target" and similar
statements or  variations of such terms.  Such  forward-looking  statements  are
based on our current expectations,  assumptions, estimates and projections about
our Company and involve certain  significant risks and  uncertainties  including
levels of sales,  store traffic,  acceptance of product  offerings and fashions,
the success of our new  business  concepts and  seasonal  concepts,  competitive
pressures  from other home  furnishings  retailers,  the success of the Canadian
expansion, availability of suitable future store locations and schedule of store
expansion.  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  all  such  factors.  In  light of the
uncertainty inherent in such forward-looking statements, you should not consider
their inclusion to be a representation that such forward-looking matters will be
achieved.   The  Company   assumes  no   obligation   for   updating   any  such
forward-looking  statements to reflect actual results, changes in assumptions or
changes in other factors affecting such forward-looking statements.



Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

In the normal  course of  operations,  the  Company  is  exposed to market  risk
arising  from  adverse  changes in  interest  rates.  The  Company is exposed to
interest rate risks primarily through borrowings under the Credit Agreement. The
Company does not hedge these interest rate risks.  As of September 30, 2000, the
Company had no  borrowings  under the Credit  Agreement and had $15.1 million in
borrowings against the uncommitted lines of credit at a variable rate.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is a defendant in a California state court  litigation  brought as a
class  action on  behalf of  certain  managers  of  Company  stores  located  in
California  seeking  overtime pay as well as a claim for accrued vacation pay on
behalf of certain  former  employees.  In the event such claims for overtime pay
and/or  vaction pay are determined  adversely to the Company,  management of the
Company does not believe such claims, if so adversely  determined,  would have a
material  adverse  effect on the  Company's  financial  position,  liquidity  or
results of operations.



Item 6.  Exhibits and Reports on Form 8-K

(a)      EXHIBIT INDEX

          Exhibit
          Number  Description
          ------  -----------

          11      Computation of Net Income Per Common Share
          15      Letter re unaudited interim financial information
          27      Financial Data Schedule (filed electronically with SEC only)




(b)      Reports on Form 8-K:


         There were no current reports on Form 8-K filed with the Securities and
         Exchange Commission during the third quarter of 2000.



                                    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:    November 14, 2000