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 12, 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 Transmittal Letter

99.2 Certification of Chief Executive Officer

99.3 Certification of Chief Financial Officer

Item 9.   Regulation FD Disclosure

     In connection with the Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2002, as filed with the SEC on August 12, 2002, Linens ’n Things, Inc. (the “Company”) filed as correspondence the transmittal letter and the certifications required by §906 of the Sarbanes-Oxley Act of 2002. On August 9, 2002, Norman Axelrod, Chairman and Chief Executive Officer of the Company and William T. Giles, Senior Vice President, Chief Financial Officer of the Company, each submitted to the SEC a sworn statement pursuant to SEC Order No. 4-460. Copies of all of the foregoing statements and certifications are attached hereto 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 12, 2002 LINENS ’N THINGS, INC.


By: WILLIAM T. GILES
——————————————
        William T. Giles
        Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Exhibit

99.1 Transmittal Letter

99.2 Certification of Chief Executive Officer

99.3 Certification of Chief Financial Officer

EX-99.1

[Letterhead of Pitney, Hardin, Kipp & Szuch LLP]

August 12, 2002

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

Re: Linens ’n Things, Inc. - Quarterly Report on Form 10-Q For the Quarterly Period ending June 29, 2002

Submitted herewith for filing on behalf of Linens ’n Things, Inc., a Delaware corporation, is a Quarterly Report on Form 10-Q and accompanying written statements pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Should you have any questions regarding this filing, please contact the undersigned at 973-966-6300.

Sincerely,


WARREN J. CASEY

EX-99.2

LINENS ’N THINGS, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

     This Certification is to accompany the Quarterly Report of Linens ’n Things, Inc. (the “Company”) on Form 10-Q for the period ending June 29, 2002 as filed with the Securities and Exchange Commission (the “Report”).

     I, Norman Axelrod, Chairman and Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

NORMAN AXELROD
—————————————————
Norman Axelrod
Chairman and Chief Executive Officer,
Linens ’n Things, Inc.


August 12, 2002

EX-99.3

LINENS ’N THINGS, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

     This Certification is to accompany the Quarterly Report of Linens ’n Things, Inc. (the “Company”) on Form 10-Q for the period ending June 29, 2002 as filed with the Securities and Exchange Commission (the “Report”).

     I, William T. Giles, Senior Vice President, Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

WILLIAM T. GILES
—————————————————
William T. Giles
Senior Vice President, Chief Financial Officer,
Linens ’n Things, Inc.


August 12, 2002