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 June 28, 1997

                         Commission File Number 1-12381


                             Linens 'n Things, Inc.
             (Exact name of registrant as specified in its charter)


              Delaware                                 22-3463939
  -----------------------------------------------------------------------------
  (State or other jurisdiction of       (I.R.S. Employer Identification Number)
   incorporation or organization)



      6 Brighton Road, Clifton, New Jersey                        07015
   ---------------------------------------                     -----------
   (Address of principal executive offices)                     (Zip Code)


                                 (973) 778-1300
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                       Yes   X          No
                                                            ---


Number of shares outstanding of the issuer's Common Stock:

                      Class                      Outstanding at August 5, 1997
         -----------------------------           -----------------------------
         Common Stock, $0.01 par value                     19,308,262


<PAGE>


                                      INDEX


Part I. - Financial Information                                     Page No.
                                                                    --------


     Consolidated Statements of Operations for the
        Thirteen Weeks and Twenty-Six Weeks
          Ended June 28, 1997 and June 29, 1996                           3


     Consolidated Balance Sheets as of
        June 28, 1997, December 31, 1996 and June 29, 1996                4


     Consolidated Statements of Cash Flows for the
       Twenty-Six Weeks Ended June 28, 1997 and June 29, 1996             5


     Notes to Consolidated Financial Statements                         6-7

     Independent Auditors' Review Report                                  8

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



Part II. - Other Information                                             13



<PAGE>


                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                     Thirteen Weeks Ended             Twenty-Six Weeks Ended
                                                                -------------------------------    ------------------------------
                                                                  June 28,         June 29,         June 28,         June 29,
                                                                    1997             1996             1997             1996
                                                                -------------    --------------    ------------    --------------
                                                                         (Unaudited)                        (Unaudited)
<S>                                                             <C>              <C>               <C>             <C>           
Net sales                                                           $185,723        $ 147,649        $ 365,634        $ 285,816
Cost of sales, including buying and warehousing costs                113,204           91,397          224,800          179,066
                                                                -------------    --------------    ------------    --------------
Gross profit                                                          72,519           56,252          140,834          106,750
                                                                -------------    --------------    ------------    --------------

Selling, general and administrative expenses                          70,204           55,226          137,575          106,735
                                                                -------------    --------------    ------------    --------------

Operating profit                                                       2,315            1,026            3,259               15

Interest expense, net                                                    609            1,737              945            3,820
                                                                -------------    --------------    ------------    --------------

Income (loss) before provision for
  (benefit from) income taxes                                          1,706             (711)           2,314           (3,805)

Provision for (benefit from) income taxes                                716             (301)             972           (1,608)
                                                                -------------    --------------    ------------    --------------

Net income (loss)                                                 $      990       $     (410)       $   1,342       $   (2,197)
                                                                =============    ==============    ============    ==============

Per share of common stock:

Net income (loss)                                                 $     0.05       $    (0.02)      $     0.07      $     (0.11)
                                                                -------------    --------------    ------------    --------------

Weighted average shares outstanding                                   19,795            19,268          19,756            19,268

</TABLE>





          See accompanying notes to consolidated financial statements.


<PAGE>


                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
             As of June 28, 1997, December 31,1996 and June 29, 1996
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                             June 28,       December 31,          June 29,
                                                               1997             1996                1996
                                                             --------       ------------          ----------
                                                            (Unaudited)                          (Unaudited)
<S>                                                         <C>               <C>               <C>          
Assets
   Current assets:
     Cash and cash equivalents                               $    3,148         $  26,914       $     2,811
     Accounts receivable, net                                    12,776            17,384            15,484
     Inventories                                                208,376           202,134           181,425
     Prepaid expenses and other current assets                    9,064            10,360            10,908
                                                              ---------         ---------         ---------
   Total current assets                                         233,364           256,792           210,628
                                                              ---------         ---------         ---------
     Property and equipment, net                                144,211           138,508           118,440
     Goodwill, net                                               21,951            22,376            22,800
     Deferred charges and other noncurrent assets, net            5,953             6,281             6,280
                                                              ---------         ---------         ---------
   Total assets                                              $  405,479         $ 423,957         $ 358,148
                                                              ---------         ---------         ---------

Liabilities and Shareholders' Equity 
   Current liabilities:
     Accounts payable                                        $   73,271        $   92,529        $   72,440
     Accrued expenses and other current liabilities              50,118            53,207            31,324
     Short-term debt                                                840                --                --
     Due to related parties                                          --                --            36,363
                                                              ---------        ----------        ----------
   Total current liabilities                                    124,229           145,736           140,127
     Long-term note                                              10,000            13,500                --
     Deferred income taxes and other
        long-term liabilities                                    16,669            14,994            13,530


   Shareholders' equity:
     Preferred stock, $.01 par value;
        1,000,000 shares authorized;
        none issued and outstanding                                 --                --                 --

     Common stock,  $.01 par value;
       60,000,000  shares  authorized; 
       19,268,458 issued and outstanding at
       June 28, 1997 and 19,267,758 at
       December 31, 1996                                            193               193                --
     Additional paid-in capital                                 203,701           200,189           172,382
     Retained earnings                                           50,687            49,345            32,109
                                                             ----------         ---------         ---------
   Total shareholders' equity                                   254,581           249,727           204,491
                                                             ----------         ---------         ---------
Total liabilities and shareholders' equity                   $  405,479         $ 423,957         $ 358,148
                                                             ----------         ---------         ---------
</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>


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

<TABLE>
<CAPTION>
                                                                       Twenty-Six Weeks Ended
                                                                   June 28,             June 29,
                                                                      1997                  1996
                                                                  -------------         --------
                                                                           (Unaudited)
<S>                                                               <C>                    <C>     
Cash flows from operating activities:
     Net income (loss)                                            $    1,342             $   (2,197)
     Adjustments to reconcile net income (loss) to
       net cash provided by (used in) operating activities:

         Depreciation and amortization                                 8,627                  7,102
         Deferred income taxes                                         1,452                  2,193
         Loss on disposal of assets                                      697                    326
         Changes in assets and liabilities:
              Decrease (increase) in accounts receivable               4,608                 (1,529)
              Increase in inventories                                 (6,242)                (4,532)
              Decrease in prepaid expenses
                and other current assets                               1,550                    807
              Increase in deferred charges
                and other noncurrent assets                               --                    (24)
              Decrease in accounts payable                            (2,605)               (12,582)
              Decrease in accrued expenses
                and other liabilities                                 (4,560)                (2,542)
                                                                  -----------            -----------
     Net cash provided by (used in) operating activities               4,869                (12,978)
                                                                  -----------            -----------

Cash flows from investing activities:
     Additions to property and equipment                             (14,274)               (17,548)
                                                                  -----------            -----------

Cash flows from financing activities:
     Decrease in due to related parties                                   --                (82,290)
     Proceeds from issuance of short-term debt                           840                    --
     Capital contributions by CVS                                         --                130,010
     Decrease in book overdrafts                                     (15,201)               (18,605)
                                                                  -----------            ----------
     Net cash (used in) provided by financing activities             (14,361)                29,115
                                                                  -----------            ----------
     Net decrease in cash and cash equivalents                       (23,766)                (1,411)
     Cash and cash equivalents at beginning of year                   26,914                  4,222
                                                                  ----------             ----------
Cash and cash equivalents at end of period                        $    3,148             $    2,811
                                                                  ==========             ==========

</TABLE>

         See accompanying notes to consolidated financial statements.


<PAGE>


                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Business

Linens 'n Things, Inc. (formerly Bloomington,  MN., L.T., Inc.) and subsidiaries
(collectively the "Company") operated 168 stores, including 138 superstores,  in
35  states  across  the  United  States  as of  June  28,  1997.  The  Company's
superstores  average 35,000 square feet while traditional  stores average 10,000
square feet. The Company's stores emphasize a broad assortment of home textiles,
housewares and home accessories,  carrying both national brand and private label
goods.


2.  Basis of Presentation

The accompanying consolidated financial statements,  except for the December 31,
1996  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 June 28, 1997 and June 29, 1996 and the
results of operations  for the  respective  thirteen and  twenty-six  weeks then
ended  and cash  flows for the  twenty-six  weeks  then  ended.  Because  of the
seasonality  of the  specialty  retailing  business,  operating  results  of the
Company on a quarterly basis may not be indicative of operating  results for the
full year.

These consolidated  financial  statements should be read in conjunction with the
Company's audited Consolidated  Financial Statements for the year ended December
31, 1996,  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, 1996 consolidated  balance sheet amounts have been derived from
the Company's audited consolidated balance sheet amounts.


3.  Initial Public Offering

The Company was a wholly-owned  subsidiary of CVS Corporation ("CVS"),  formerly
Melville  Corporation,  until  November 26, 1996,  when CVS completed an initial
public  offering  ("IPO") of 13,000,000  shares of the  Company's  common stock.
Immediately  following the IPO, CVS owned  approximately  32.5% of the Company's
outstanding common stock, having retained 6,267,758 shares. On May 30, 1997, CVS
sold  6,267,658  shares of the Company's  common stock in a secondary  offering,
retaining 100 shares of the Company's common stock.

During 1996, CVS acquired 100 shares of common stock of Linens 'n Things Center,
Inc. ("LNT Center"), a newly formed California corporation, for $130,010,000. In
June,  1996,  CVS  contributed  all  outstanding   shares  of  common  stock  of
Bloomington,  MN.,  L.T.,  Inc. to LNT Center.  In addition,  CVS made a capital
contribution  of $28,000,000 to LNT Center during October,  1996.  Subsequently,
CVS contributed  all outstanding  shares of common stock of LNT Center to Linens
'n  Things,  Inc.,  a  newly  formed  Delaware  corporation.   The  accompanying
consolidated financial statements are presented as if Linens 'n Things, Inc. had
existed and owned LNT Center and Bloomington, MN., L.T., Inc. throughout 1996.

Immediately  prior to the consummation of the IPO, the authorized  capital stock
of the Company was changed from 100 shares of common  stock,  par value $.01 per
share, to 60 million shares of common stock,  par value $.01 per share, and each
issued and  outstanding  share of common  stock was  converted  into  192,677.58
shares of common stock.




<PAGE>


                     LINENS 'N THINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.  Short-Term Borrowing Arrangements

Prior to the IPO, all  financing  was  provided to the Company by CVS.  Interest
rates  charged  on  borrowings  from CVS were  based  on CVS'  commercial  paper
borrowing rates. In connection with the IPO, the Company repaid all indebtedness
to CVS and entered into a  three-year,  $125  million  senior  revolving  credit
facility  agreement  (the  "Credit  Agreement")  with third party  institutional
lenders.  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.  Interest on all borrowings is determined  based upon several
alternative  rates as stipulated in the Credit  Agreement.  As of June 28, 1997,
the  Company  was in  compliance  with all terms and  conditions  of the  Credit
Agreement.  On June 28,  1997,  the  Company  had  borrowings  under the  Credit
Agreement of $840,000. The Credit Agreement allows for $10 million in borrowings
from uncommitted  lines outside of the Credit Agreement (see "Subsequent  Event"
below).  As of  June  28,  1997,  the  Company  had no  borrowings  against  the
uncommitted  lines of credit.  The  average  short-term  borrowing  rate for the
second quarter ended June 28, 1997 was 6.5%.


5.  Long-Term Note

In  conjunction  with the IPO,  the Company  issued a four-year,  $13.5  million
subordinated  note (the  "Note") to CVS.  The Note  consisted  of a $10  million
tranche  ("Tranche  A") and a $3.5  million  tranche  ("Tranche  B").  The  Note
contains no  principal  amortization  prior to maturity  in December  2000,  and
requires  quarterly  interest  payments  at  the  90-day  LIBOR  rate  plus  the
applicable  spread under the Credit  Agreement  described  above.  The Note also
provides for a reduction of principal by CVS, at varying amounts, based upon the
proceeds from any sales of the  Company's  common stock by CVS together with the
market  value of the common  stock which CVS  continues  to own at December  31,
1997. On May 30, 1997,  CVS sold  6,267,658  shares of its  remaining  shares of
Common  Stock.  As a result of the proceeds  from the  secondary  offering,  CVS
reduced  Tranche B by 100% and  therefore  the $3.5 million was  converted  into
equity by the Company at the completion of the sale. The average  borrowing rate
for the Note during the second quarter ended June 28, 1997 was 7.2%.


6.  Subsequent Event

On July  21,  1997,  the  Company  paid the  remaining  balance  under  the Note
utilizing cash flows from  operations  (see  "Long-Term  Note" above).  The Note
contained  no  pre-payment  penalties.  The  Company  also,  at the  same  time,
re-negotiated  its permitted  allowance for borrowings  from  uncommitted  lines
outside  of the Credit  Agreement  to $20  million  (see  "Short-Term  Borrowing
Arrangements" above).


7.  Recent Accounting Pronouncement

In February 1997, Statement of Financial Accounting Standards No. 128, "Earnings
per Share" ("SFAS No. 128") was issued.  SFAS No. 128  simplifies  the standards
for  computing  earnings per share,  and makes the United  States  standards for
computing  earnings per share more comparable to international  standards.  SFAS
No. 128 requires the  presentation of "basic" earnings per share (which excludes
dilution)  and  "diluted"  earnings per share.  The Company does not believe the
adoption  of SFAS No. 128 in fiscal 1997 will have a  significant  impact on the
Company's  reported  earnings per share. SFAS No. 128 is effective for financial
statements  issued for periods  ending  after  December  15,  1997 and  requires
restatement of prior period earnings per share presented.

<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 June 28, 1997 and June 29, 1996, and the related consolidated
statements of operations for the thirteen and twenty-six week periods then ended
and the related  consolidated  statements of cash flows for the twenty-six  week
periods  ended June 28, 1997 and June 29,  1996.  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, 1996 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 4, 1997,  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, 1996, is fairly presented, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.



/S/ KPMG Peat Marwick

New York, New York
July 15, 1997






<PAGE>



                     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 June 28, 1997  Compared to Thirteen  Weeks Ended June 29,
1996

During the  thirteen  weeks  ended  June 28,  1997,  the  Company  opened  seven
superstores  and closed four stores,  as compared to opening eleven  superstores
and closing four stores in the thirteen  weeks ended June 29, 1996.  At June 28,
1997,  the  Company  operated  168  stores,  of which 138 were  superstores,  as
compared to 155 stores, of which 113 were  superstores,  at June 29, 1996. Store
square footage increased 23% to 4,964,000 at June 28, 1997 compared to 4,034,000
at June 29, 1996.

Net sales  increased  25.8% to $185.7  million for the thirteen weeks ended June
28, 1997, compared to $147.6 million for the same period last year, primarily as
a result of new store openings since June 29, 1996.  Comparable  store net sales
for the  thirteen  weeks ended June 28,  1997  increased  7.5% at the  Company's
superstore locations and 6.0% for the Company as a whole.  Traditional store net
sales were less than 7% of total net sales during the thirteen  weeks ended June
28, 1997,  and will  continue to represent a declining  percentage  of total net
sales throughout the year as more superstores are opened and traditional  stores
are closed.  Comparable  store net sales were strong across all major geographic
regions.  The Company's  second quarter sales gain comparison was moderated by a
shift in the Easter selling season. Net sales for the thirteen weeks ended March
29, 1997  reflected the entire Easter  selling  season while in 1996,  the final
week of the Easter  selling  season  fell in the  thirteen  weeks ended June 29,
1996. The Company's  average net sales per superstore  were $5.7 million for the
fifty-two weeks ended June 28, 1997, up from $5.2 million for the same period in
1996. For the fifty-two weeks ended June 28, 1997,  average superstore net sales
per square foot increased to $173 from $171 in the prior fifty-two week period.

For the thirteen  weeks ended June 28, 1997,  net sales of "things"  merchandise
increased  approximately  40% over the same  period in 1996,  while net sales of
"linens" merchandise  increased  approximately 20% over the same period in 1996.
This is consistent  with the Company's  strategy to increase the  penetration of
the  "things"  merchandise.  The  increase in net sales of "things"  merchandise
primarily  resulted from the growth in the number of superstore  locations which
carry a larger line of "things"  merchandise as well as the overall expansion of
the product categories in existing stores.

Gross profit for the thirteen  weeks ended June 28, 1997 was $72.5  million,  or
39.0% of net sales,  compared to $56.3 million,  or 38.1% of net sales,  for the
same period in 1996.  The  increase  in gross  profit was  primarily  related to
improvements  in all  components  of margin  including  lower freight costs as a
result of increased utilization of the Company's  distribution center during the
thirteen  weeks ended June 28, 1997  compared to the same period in 1996.  Gross
margin for both "linens" and "things" merchandise  increased consistent with the
Company's  consolidated  results.  

Selling,  general and  administrative  expenses  ("SG&A") for the thirteen weeks
ended June 28, 1997 were $70.2 million, or 37.8% of net sales, compared to $55.2
million,  or 37.4% of net sales,  for the same period in 1996.  This increase is
due to  higher  occupancy  costs  as a  percent  of  net  sales  related  to the
immaturity  of the  Company's  superstore  base which also reflects the eighteen
superstores  the Company  opened in the fourth quarter of 1996. The Company also
incurred  additional SG&A expenses in connection with the secondary  offering of
its common stock and operating as a stand alone company, which expenses were not
incurred  during the same period in 1996, as well as slightly higher opening and
closing costs than the same period in 1996.

Operating  profit for the thirteen  weeks ended June 28, 1997  increased to $2.3
million,  or 1.2% of net sales,  compared to $1.0 million, or 0.7% of net sales,
for the same period in 1996.


<PAGE>


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


Net interest  expense  (including  commitment  fees in connection  with the $125
million  Credit  Agreement)  for the  thirteen  weeks  ended  June 28,  1997 was
$609,000  compared to $1.7 million for the same period in 1996. The reduction in
net interest expense is due to a reduction in net average borrowings, which were
$25.0  million for the thirteen  weeks ended June 28, 1997 as compared to $117.1
million for the same period in 1996. The reduction in net average  borrowings is
a result of the capital  contributions  from CVS of $158.0 million in 1996 prior
to the IPO as well as improved operating performance. See "Liquidity and Capital
Resources."

The Company's  income tax expense for the thirteen weeks ended June 28, 1997 was
$716,000 as compared to a benefit of $301,000 for the same period in 1996.

Net income for the thirteen weeks ended June 28, 1997 increased to $990,000,  or
$0.05 per share,  compared to a net loss of $410,000,  or ($0.02) per share, for
the same period in 1996.


Twenty-Six Weeks Ended June 28, 1997 Compared to Twenty-Six Weeks Ended June 29,
1996

During the  twenty-six  weeks  ended June 28,  1997,  the Company  opened  eight
superstores and closed nine stores, as compared to opening fourteen  superstores
and closing fourteen stores during the twenty-six weeks ended June 29, 1996.

Net sales increased 27.9% to $365.6 million for the twenty-six  weeks ended June
28, 1997 as compared to $285.8 million for the same period in 1996, primarily as
a result of new store openings since June 29, 1996.  Comparable  store net sales
for the  twenty-six  weeks ended June 28, 1997  increased  7.7% at the Company's
superstore locations and 5.9% for the Company as a whole.  Traditional store net
sales were less than 9% of total net sales  during the  twenty-six  weeks  ended
June 28, 1997,  and will  continue to represent a declining  percentage of total
net sales  throughout the year as more  superstores  are opened and  traditional
stores are closed.  For the  twenty-six  weeks ended June 28, 1997, net sales of
"things" merchandise  increased  approximately 40% over the same period in 1996,
while net sales of "linens"  merchandise  increased  approximately  20% over the
same period in 1996. The increase in net sales of "things" merchandise primarily
resulted  from the growth in the number of  superstore  locations  which carry a
larger line of "things"  merchandise  as well as the  overall  expansion  of the
product categories in existing stores.

Gross profit for the twenty-six weeks ended June 28, 1997 was $140.8 million, or
38.5% of net sales,  compared to $106.8 million,  or 37.3% of net sales, for the
same  period in 1996.  The  improvements  in gross  profit  were  related  to an
increase in all  components of margin,  lower freight costs due to the increased
utilization  of the  Company's  distribution  center as well as lower  clearance
markdowns,  primarily  in the first  quarter,  as compared to the same period in
1996.  Gross  margin  for  both  "linens"  and  "things"  merchandise  increased
consistent  with the  Company's  consolidated  results.  

SG&A expenses for the twenty-six  weeks ended June 28, 1997 were $137.6 million,
or 37.6% of net sales, compared to $106.8 million, or 37.3% of net sales for the
same period in 1996.  The  increase in SG&A is  attributed  to higher  occupancy
costs as a percent of net sales related to the immaturity of the superstore base
which also reflects the eighteen  superstores  the Company  opened in the fourth
quarter of 1996. In addition,  during the twenty-six  weeks ended June 29, 1996,
the Company  recorded a $0.5 million  insurance  recovery gain  associated  with
damages to one of its stores caused by severe winter  conditions.  Also,  during
the twenty-six  weeks ended June 28, 1997, the Company incurred SG&A expenses in
connection  with the secondary  offering of its commmon stock and operating as a
stand alone company, which expenses were  not incurred during the same period in
1996.


<PAGE>


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


Operating  profit for the twenty-six weeks ended June 28, 1997 increased to $3.3
million,  or 0.9% of net sales,  as  compared  to $15,000 for the same period in
1996.

Net interest  expense  (including  commitment  fees in connection  with the $125
million  Credit  Agreement)  for the  twenty-six  weeks  ended June 28, 1997 was
$945,000  compared to $3.8 million during the same period in 1996. The reduction
in net interest expense is due to a reduction in net average  borrowings,  which
were $16.6 million for the  twenty-six  weeks ended June 28, 1997 as compared to
$130.6  million  for the same  period  in 1996.  The  reduction  in net  average
borrowings is a result of the capital  contributions  from CVS of $158.0 million
in  1996  prior  to the  IPO as  well as  improved  operating  performance.  See
"Liquidity and Capital Resources."

The Company's  income tax expense for the  twenty-six  weeks ended June 28, 1997
was $972,000 compared to a benefit of $1.6 million for the same period in 1996.

Net income for the  twenty-six  weeks ended June 28, 1997 was $1.3  million,  or
$0.07 per share,  compared to a net loss of $2.2 million,  or ($0.11) per share,
for the same period in 1996.

Liquidity and Capital Resources

The Company's  capital  requirements  are primarily  capital  investments in new
stores,  new store  inventory  purchases  and seasonal  working  capital.  These
requirements are funded through a combination of internally  generated cash from
operations, credit extended by suppliers and short-term borrowings.

The Company has  available a $125 million  three-year  senior  revolving  credit
facility  and a $20  million  (as  re-negotiated  in July)  uncommitted  line of
credit.  Management  currently  believes  that the  Company's  cash  flows  from
operations,  the revolving  credit facility and the  uncommitted  line of credit
will be sufficient to fund anticipated capital  expenditures and working capital
requirements for at least the next three years.*

Net cash provided by operating  activities for the  twenty-six  weeks ended June
28, 1997 was $4.9 million  compared to net cash used in operating  activities of
$13.0 million for the same period in 1996.  The increase in net cash provided by
operating  activities  was due  primarily  to a  smaller  reduction  in  current
liabilities  than last year caused by the timing of vendor payments coupled with
a $3.5 million  increase in net income.  In  addition,  the decrease in accounts
receivable  was  primarily  a result of the  collection  of 1996 year end tenant
allowances  due from  landlords.  This was offset by only a slight  increase  in
inventory due to improved  inventory  management,  as evidenced by the Company's
decrease in inventory  per square foot by 7% from 1996 ($42 per square foot this
year compared with $45 per square foot last year).

Net cash used in investing activities during the twenty-six weeks ended June 28,
1997 was $14.3  million  compared to $17.5  million for the same period in 1996.
The decrease  from the  twenty-six  week period in 1996 is  associated  with the
timing of the Company's new store openings.

Net cash used in financing activities during the twenty-six weeks ended June 28,
1997 was $14.4 million compared to net cash provided by financing  activities of
$29.1 million for the same period in 1996.  Net cash used during the  twenty-six
weeks  ended  June 28,  1997 was  primarily  the  result  of the  timing  of the
settlement of vendor  payments.  Net cash provided  during the twenty-six  weeks
ended June 28, 1996 was primarily the result of CVS' capital  contribution which
was used to repay the intercompany debt.

Inflation

The Company does not believe  that its  operating  results have been  materially
affected  by  inflation  during  the  preceding  three  years.  There  can be no
assurance, however, that the Company's operating results will not be affected by
inflation in the future.

<PAGE>

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


Seasonality

The  Company's   business  is  subject  to  substantial   seasonal   variations.
Historically,  the Company has realized a  significant  portion of its net sales
and substantially all of its net income for the year during the third and fourth
quarters, with a majority of net sales and net income for such quarters realized
in the fourth quarter.  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  information  within the meaning of The
Private  Securities  Litigation  Reform Act of 1995.  The  statements are made a
number of times and may be  identified  by use of an  asterisk  ("*") or by such
forward-looking terminology as "expect", "believe", "will" or similar statements
or variations of such terms.  Such  forward-looking  statements  involve certain
risks  and  uncertainties  including  levels  of sales,  store  competition  and
acceptance of product  offerings and fashions and, in each case,  actual results
may differ materially from such forward-looking information.  Certain additional
factors  that may  cause  actual  results  to differ  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 as well as  other  periodic  reports  filed  by the
Company  with  the  Securities  and  Exchange  Commission  and you are  urged to
consider such factors.  The Company  assumes no obligation for updating any such
forward-looking statements.


<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 (Loss) 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
three month period ended June 28, 1997.



                                    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)



                                 /S/  James M. Tomaszewski
                                 -------------------------
                                 James M. Tomaszewski
                                 Senior Vice President, Chief Financial Officer



Date:   August 8, 1997