8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) August 9, 2002

LINENS ’N THINGS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation) 1-12381
(Commission File Number) 22-3463939
(I.R.S. Employer Identification No.)

6 Brighton Road, Clifton, New Jersey
(Address of Principal Executive Offices) 07015
(Zip Code)

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

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits.

Exhibit No. Exhibit

99.1 Statement under Oath of Chief Executive Officer

99.2 Statement under Oath of Chief Financial Officer

Item 9.   Regulation FD Disclosure

     On August 9, 2002, Norman Axelrod, Chairman and Chief Executive Officer of Linens ’n Things, Inc. and William T. Giles, Senior Vice President, Chief Financial Officer of Linens ’n Things, Inc., each submitted to the SEC a sworn statement pursuant to SEC Order No. 4-460. Copies of the certifications are attached as exhibits.

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 hereunto duly authorized.

Dated:  August 9, 2002 LINENS ’N THINGS, INC.


By: WILLIAM T. GILES
——————————————
Name:  William T. Giles
Title:  Senior Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Exhibit

99.1 Statement under Oath of Chief Executive Officer

99.2 Statement under Oath of Chief Financial Officer

EX-99.1

Statement Under Oath of Principal Executive Officer Regarding Facts
and Circumstances Relating to Exchange Act Filings

I, Norman Axelrod, state and attest that:

     (1) To the best of my knowledge, based upon a review of the covered reports of Linens ’n Things, Inc., and, except as corrected or supplemented in a subsequent covered report:

•  no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•  no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

     (2) I have reviewed the contents of this statement with the Company’s audit committee.

     (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•  Annual Report on Form 10-K for the period ended December 29, 2001, filed with the Commission on March 28, 2002 of Linens ’n Things, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Linens ’n Things, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/ Norman Axelrod
——————————————
Norman Axelrod
August 9, 2002 Subscribed and sworn to
before me this 9th day of
August, 2002.

/s/ Christine L. Galal
——————————————
Notary Public
My Commission Expires:  Feb. 6, 2007

EX-99.2

Statement Under Oath of Chief Financial Officer Regarding Facts
and Circumstances Relating to Exchange Act Filings

I, William T. Giles, state and attest that:

     (1) To the best of my knowledge, based upon a review of the covered reports of Linens ’n Things, Inc., and, except as corrected or supplemented in a subsequent covered report:

•  no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•  no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

     (2) I have reviewed the contents of this statement with the Company’s audit committee.

     (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•  Annual Report on Form 10-K for the period ended December 29, 2001, filed with the Commission on March 28, 2002 of Linens ’n Things, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Linens ’n Things, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/ William T. Giles
——————————————
William T. Giles
August 9, 2002 Subscribed and sworn to
before me this 9th day of
August, 2002.

/s/ Christine L. Galal
——————————————
Notary Public
My Commission Expires:  Feb. 6, 2007