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 July 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 August 12, 1999
             -----                             ------------------------------

Common Stock, $0.01 par value                          39,471,269


<PAGE>

<TABLE>
<CAPTION>


                                      INDEX

<S>                                                                                     <C>
Part I.  Financial Information                                                          Page No.

  Item 1.     Financial Statements

              Consolidated Statements of Operations for the
                 Thirteen and Twenty-Six Weeks Ended July 3, 1999
                 and June 27, 1998                                                            3

              Consolidated Balance Sheets as of July 3, 1999,
                 December 31, 1998 and June 27, 1998                                          4

              Consolidated Statements of Cash Flows for the
                 Twenty-Six Weeks Ended July 3, 1999
                 and June 27, 1998                                                            5

              Notes to Consolidated Financial Statements                                      6

              Independent Auditors' Review Report                                             7

  Item 2.     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations                             8-12

  Item 3.     Quantitative and Qualitative Disclosures about Market Risk                     12


Part II. Other Information

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

              (a) Exhibit Index                                                              13

              (b) Reports on Form 8-K                                                        13

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                          PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                      LINENS 'N THINGS, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (in thousands, except share amounts)
                                                    (Unaudited)


                                                                     Thirteen Weeks Ended               Twenty-Six Weeks Ended
                                                                --------------------------------    -------------------------------
                                                                July 3, 1999      June 27, 1998     July 3, 1999      June 27, 1998
                                                                -------------     --------------    --------------    -------------
<S>                                                                 <C>                <C>              <C>              <C>
Net sales                                                           $271,628           $222,094         $545,168         $440,131

Cost of sales, including buying and warehousing costs                160,733            133,218          327,581          267,925
                                                                -------------     --------------    --------------    -------------

Gross profit                                                         110,895             88,876          217,587          172,206

Selling, general and administrative expenses                         102,454             84,179          203,497          165,312
                                                                -------------     --------------    --------------    -------------

Operating profit                                                       8,441              4,697           14,090            6,894

Interest expense (income), net                                           143                103              (55)            (100)
                                                                -------------     --------------    --------------    -------------

Income before provision for income taxes                               8,298              4,594           14,145            6,994

Provision for income taxes                                             3,195              1,768            5,447            2,693
                                                                -------------     --------------    --------------    -------------

Net income                                                           $ 5,103            $ 2,826         $  8,698           $4,301
                                                                =============     ==============    =============     =============

Per share of common stock:

Basic
   Net income per share                                               $ 0.13             $ 0.07           $ 0.22           $ 0.11

   Weighted average shares outstanding                                39,362             38,885           39,259           38,824

Diluted
   Net income per share                                               $ 0.12             $ 0.07           $ 0.21           $ 0.11

   Weighted average shares outstanding                                41,074             40,500           40,968           40,354


</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)

                                                                        July 3,            December 31,             June 27,
                                                                         1999                  1998                   1998
                                                                   ------------------    ------------------    -------------------
                                                                      (Unaudited)                                 (Unaudited)
<S>                                                                          <C>                 <C>                   <C>
Assets
    Current assets:
      Cash and cash equivalents                                              $ 3,901             $42,638               $   4,858
      Accounts receivable, net                                                22,368              22,814                  17,559
      Inventories                                                            332,626             271,389                 271,265
      Prepaid expenses and other current assets                               24,834              18,567                  15,848
                                                                   ------------------    ------------------    -------------------
    Total current assets                                                     383,729             355,408                 309,530

    Property and equipment, net                                              200,556             179,439                 158,101
    Goodwill, net                                                             20,251              20,676                  21,101
    Deferred charges and other noncurrent assets, net                          5,393               5,321                   6,207
                                                                   ------------------    ------------------    -------------------

Total assets                                                                $609,929            $560,844                $494,939
                                                                   ==================    ==================    ===================

Liabilities and Shareholders' Equity
   Current liabilities:
      Accounts payable                                                     $157,156             $115,754                $119,888
      Accrued expenses and other current liabilities                         73,239               84,761                  55,291
                                                                   ------------------    ------------------    -------------------
    Total current liabilities                                               230,395              200,515                 175,179

     Deferred income taxes and other long-term liabilities                   41,139               36,753                   32,903

    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 July 3, 1999 and 60,000,000  shares
          authorized at December 31, 1998 and June 27, 1998;
          39,470,319 shares issued and 39,393,842 outstanding
          at July 3, 1999; 39,091,281 shares issued and
          39,037,948 outstanding at December 31, 1998;
          and 38,898,106 shares issued and 38,828,238
          outstanding at June 27, 1998                                          395                   391                    389
      Additional paid-in capital                                            218,539               211,378                208,093
      Retained earnings                                                     121,895               113,197                 79,436
        Treasury  stock,  at cost,  76,477  shares  at
         July 3,  1999;  53,333 at
         December 31, 1998 and 69,868 at
         June 27, 1998                                                       (2,434)               (1,390)                (1,061)
                                                                   ------------------    ------------------    -------------------
    Total shareholders' equity                                              338,395               323,576                286,857
                                                                   ------------------    ------------------    -------------------


Total liabilities and shareholders' equity                                 $609,929              $560,844               $494,939
                                                                   ==================    ==================    ===================

</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
                                                                  -----------------------------------------
                                                                       July 3,               June 27,
                                                                         1999                  1998
                                                                  -------------------    ------------------
                                                                                (Unaudited)
<S>                                                                         <C>                  <C>
Cash flows from operating activities:
Net income                                                                  $ 8,698              $  4,301
   Adjustments to reconcile net income to net
   cash used in operating activities:
     Depreciation and amortization                                           12,637                10,218
     Deferred income taxes                                                    1,784                   209
     Loss on disposal of assets                                                 542                   517
     Changes in assets and liabilities:
       Decrease (increase) in accounts receivable                               446                (3,795)
       Increase in inventories                                              (61,237)              (48,077)
       Increase in prepaid expenses and other
         current assets                                                      (5,465)               (2,151)
       Increase in deferred charges                                            (429)                 (354)
       Increase in accounts payable                                          37,479                 4,536
       (Decrease) increase in accrued expenses and
         other liabilities                                                   (5,303)                1,580
                                                                  -------------------    ------------------
   Net cash used in operating activities                                    (10,848)              (33,016)
                                                                  -------------------    ------------------

Cash flows from investing activities:
   Additions to property and equipment                                      (33,163)              (13,584)
                                                                  -------------------    ------------------

Cash flows from financing activities:
   Proceeds and Federal tax benefit from common
     stock exercised under stock incentive plans                              7,165                 3,582
   Increase in treasury stock                                                (1,044)               (1,061)
   (Decrease) increase in book overdrafts                                      (847)                9,055
                                                                  -------------------    ------------------
   Net cash provided by financing activities                                  5,274                11,576
                                                                  -------------------    ------------------

   Net decrease in cash and cash equivalents                                (38,737)              (35,024)
   Cash and cash equivalents at beginning of year                            42,638                39,882
                                                                  -------------------    ------------------

Cash and cash equivalents at end of period                                   $ 3,901           $    4,858
                                                                  ===================    ==================

</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 July 3, 1999 and June 27, 1998 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, 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 July 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 July 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 approximately  39,362,000 and 38,885,000 for the thirteen
weeks  ended July 3, 1999 and June 27,  1998,  respectively,  and  approximately
39,259,000 and  38,824,000 for the twenty-six  weeks ended July 3, 1999 and June
27, 1998, respectively. Diluted earnings per share has been computed by dividing
net income by the  weighted-average  number of shares outstanding  including the
dilutive   effects  of  stock   options   and   deferred   stock   grants.   The
weighted-average   shares   outstanding  for  the  diluted  earnings  per  share
calculation were approximately  41,074,000 and 40,500,000 for the thirteen weeks
ended July 3, 1999 and June 27, 1998, respectively, and approximately 40,968,000
and 40,354,000  for the  twenty-six  weeks ended July 3, 1999 and June 27, 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
July 3,  1999,  the  liability  under  the  Plan,  which is  reflected  in other
long-term liabilities, was $5.5 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 July 3, 1999 and June 27, 1998, 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  July 3, 1999 and June 27,  1998.  These  consolidated  financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists  principally of applying  analytical  review procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the consolidated  financial  statements referred to above for them to
be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet of  Linens  'n  Things,  Inc.  and
Subsidiaries as of December 31, 1998 and the related consolidated  statements of
operations,  shareholders'  equity,  and cash flows for the year then ended (not
presented  herein);  and in our report dated  February 3, 1999,  we expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the accompanying  consolidated  balance sheet as of
December 31, 1998, is fairly presented, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.


KPMG LLP



New York, New York
July 21, 1999



<PAGE>


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

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

The following  discussion and analysis  should be read in  conjunction  with the
consolidated financial statements of the Company and the notes thereto appearing
elsewhere in this document.

Results of Operations

Thirteen  Weeks Ended July 3, 1999 Compared  with Thirteen  Weeks Ended June 27,
1998

Net sales increased 22.3% to $271.6 million for the thirteen weeks ended July 3,
1999, up from $222.1 million for the same period in 1998,  primarily as a result
of new store  openings since June 27, 1998.  Comparable  store net sales for the
thirteen weeks ended July 3, 1999 increased 6.4% as compared with an increase of
6.0% for the same  period  last  year.  Comparable  store  net  sales as a whole
continued to remain strong across most major geographic regions.

During the thirteen  weeks ended July 3, 1999,  the Company opened eleven stores
and closed three  stores,  compared  with opening  eight stores and closing four
stores during the same period last year. At July 3, 1999,  the Company  operated
204 stores,  of which 196 were  superstores,  compared with 178 stores, of which
163 were superstores,  at June 27, 1998. Store square footage increased 19.6% to
6,924,000 at July 3, 1999 compared with 5,787,000 at June 27, 1998.

For the  thirteen  weeks ended July 3, 1999,  net sales of "things"  merchandise
increased  approximately  30% over the same  period in 1998,  while net sales of
"linens" merchandise  increased  approximately 15% over the same period in 1998.
This is consistent  with the Company's  strategy to increase the  penetration of
"things"  merchandise.  The increase in net sales of "things" merchandise is the
result of the  continued  maturation  of this  business  as well as the  overall
expansion of the product categories in new and existing stores.

Gross profit for the thirteen  weeks ended July 3, 1999 was $110.9  million,  or
40.8% of net sales,  compared with $88.9 million, or 40.0% of net sales, for the
same  period  last year.  The  increase  in gross  profit was due  primarily  to
improvements in the selling mix which included a higher  penetration of seasonal
merchandise  which has a higher  markon.  This was  offset in part by  logistics
costs related to the start up of the Company's second distribution center.

Selling,  general and administrative  expenses for the thirteen weeks ended July
3, 1999 were $102.5 million, or 37.7% of net sales, compared with $84.2 million,
or 37.9% 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 invest in payroll in
order to improve guest service  levels.  Management  believes the improvement in
guest  service  has  contributed  to  the  strong  comparable  store  net  sales
performance.

Operating  profit for the  thirteen  weeks ended July 3, 1999  increased to $8.4
million, or 3.1% of net sales, compared with $4.7 million, or 2.1% of net sales,
for the same period last year.

The Company incurred net interest expense of approximately  $143,000  (including
commitment fees in connection  with the Company's $90 million credit  agreement)
for the thirteen weeks ended July 3, 1999, compared with approximately  $103,000
for the same period in 1998.

The Company's  income tax expense for the thirteen  weeks ended July 3, 1999 was
approximately  $3.2  million as compared  with $1.8  million for the same period
last year.  The Company's  effective  tax rate was 38.5% for the thirteen  weeks
ending July 3, 1999 and June 27, 1998.



<PAGE>



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

Net income for the thirteen  weeks ended July 3, 1999 increased to $5.1 million,
or $0.12 per share, compared with $2.8 million, or $0.07 per share, for the same
period last year.

Twenty-Six  Weeks Ended July 3, 1999 Compared with  Twenty-Six  Weeks Ended June
27, 1998

Net sales increased 23.9% to $545.2 million for the twenty-six  weeks ended July
3, 1999,  up from $440.1  million for the same  period in 1998,  primarily  as a
result of new store openings since June 27, 1998. Comparable store net sales for
the  twenty-six  weeks ended July 3, 1999  increased  6.4% as  compared  with an
increase of 6.7% for the same period last year.  Comparable store net sales as a
whole continued to remain strong across most major geographic regions.

During the  twenty-six  weeks ended July 3, 1999,  the Company  opened  fourteen
stores and closed six stores,  compared  with opening  eleven stores and closing
nine stores during the same period last year.

For the twenty-six  weeks ended July 3, 1999, net sales of "things"  merchandise
increased  approximately  30% over the same  period in 1998,  while net sales of
"linens" merchandise  increased  approximately 15% 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 twenty-six weeks ended July 3, 1999 was $217.6 million,  or
39.9% of net sales, compared with $172.2 million, or 39.1% of net sales, for the
same  period  last year.  The  increase  in gross  profit was due  primarily  to
improvements in the selling mix which included a higher  penetration of seasonal
merchandise  which has a higher  markon.  This was  offset in part by  logistics
costs related to start up costs of the Company's second distribution center.

Selling, general and administrative expenses for the twenty-six weeks ended July
3, 1999  were  $203.5  million,  or 37.3% of net  sales,  compared  with  $165.3
million,  or 37.6% 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 invest in payroll in
order to improve guest service  levels.  Management  believes the improvement in
guest  service  has  contributed  to  the  strong  comparable  store  net  sales
performance.

Operating  profit for the twenty-six weeks ended July 3, 1999 increased to $14.1
million, or 2.6% of net sales, compared with $6.9 million, or 1.6% of net sales,
for the same period last year.

The  Company  earned  net  interest  income  of  approximately  $55,000  (net of
commitment fees in connection  with the Company's $90 million credit  agreement)
for the  twenty-six  weeks  ended  July 3,  1999,  compared  with  approximately
$100,000 for the same period in 1998.

The Company's income tax expense for the twenty-six weeks ended July 3, 1999 was
$5.4 million as compared  with $2.7  million for the same period last year.  The
Company's  effective tax rate was 38.5% for the twenty-six  weeks ending July 3,
1999 and June 27, 1998.

Net  income  for the  twenty-six  weeks  ended  July 3, 1999  increased  to $8.7
million, or $0.21 per share, compared with $4.3 million, or $0.11 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  became  fully   functional  in  June  1999.   These
requirements are funded through a combination of internally  generated cash from
operations, credit extended by suppliers and short-term borrowings.

The Company has available a $90 million  three year  revolving  credit  facility
expiring  March 31, 2001,  which can be  increased  up to $125 million  provided
certain  terms and  conditions  contained in the credit  agreement are met. This
agreement allows for up to $25 million in borrowings from  uncommitted  lines of
credit.  Management  currently  believes  that the  Company's  cash  flows  from
operations,  credit extended by suppliers, the revolving credit facility and the
uncommitted  lines of credit  will be  sufficient  to fund  anticipated  capital
expenditures and working capital requirements in the foreseeable future.

Net cash used in operating  activities  for the  twenty-six  weeks ended July 3,
1999 was $10.8  million  compared  with $33.0  million  for the same period last
year.  The  decrease  in net cash  used in  operating  activities  was due to an
increase in accounts payable as compared with last year resulting from increased
inventory  levels and the timing of vendor  payments.  The increase in inventory
primarily resulted from the increased number of new stores since June 27, 1998.

Net cash used in investing  activities during the twenty-six weeks ended July 3,
1999 was $33.2  million  compared  with $13.6  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  located in southern New Jersey which  became  fully  functional  in June
1999. Also, more of the stores  scheduled for remodel were completed  earlier in
the year as compared with the prior year.

Net cash provided by financing activities during the twenty-six weeks ended July
3, 1999 was $5.3 million  compared  with $11.6  million for the same period last
year.  Net cash  provided  during the  twenty-six  weeks  ended July 3, 1999 was
primarily  the result of proceeds  and Federal  tax  benefits  related to 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  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 completed the remediation  phase for
its IT Systems and its non-IT  Company  Equipment and 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 the end of the third 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  completed by the third  quarter of
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 substantially completed during 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 4.  Submission of Matters to a Vote of Security Holders

On April 21, 1999, the Company held its Annual Meeting of  Shareholders.  At the
Annual  Meeting,  Norman  Axelrod  and Charles C.  Conaway  were  re-elected  as
directors of the Company,  with  31,789,118  shares voted for and 485,418 shares
withheld for Mr.  Axelrod and  31,819,296  shares  voted for and 455,240  shares
withheld for Mr. Conaway. Directors whose term of office continued following the
meeting were: Stanley P. Goldstein, Philip E. Beekman and Harold F. Compton.

Also at the  Annual  Meeting of  Shareholders,  the  proposal  to  increase  the
authorized common stock to 135,000,000  shares was passed with 28,505,503 shares
voted for, 3,758,015 shares voted against and 11,018 shares abstaining.


Item 6.  Exhibits and Reports on Form 8-K

(a)      EXHIBIT INDEX

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

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


(b)    Reports on Form 8-K:

The Company filed a Current Report on Form 8-K dated 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:    August 13, 1999