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)     July 13, 2004
                                                   -----------------




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



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




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




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






                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 12.     Results of Operations and Financial Condition

Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of Linens 'n Things, Inc. (the "Company") dated July 13, 2004, reporting
Company's estimated sales and earnings results for the second quarter of 2004.
Such estimated earnings results constitute "forward looking" information within
the meaning of The Private Securities Litigation Reform Act of 1995.


The press release regarding the Company's 2004 estimated second quarter sales
and earnings results and expected future results include and, where indicated,
exclude the expected impact of EITF 02-16. The expected impact of EITF 02-16 is
further detailed in, and reconciled to generally accepted accounting principles
(GAAP) as part of the press release. In the Company's view, in discussing its
historical and expected future results and financial condition, in order to
better measure and to assist the analysis of the Company's period to period
operating performance it is important for management and investors to be
provided operating performance measures which identify the impact of the EITF
02-16 accounting change on operating results and financial condition. In
addition, management feels that is important for investors to understand the
manner in which management evaluates the Company's period to period operating
performance, thus the inclusion of these non-GAAP measures is intended to
provide an additional metric for reviewing performance that management
internally uses to evaluate performance on a comparative period-to-period basis
in terms of absolute performance and trend performance. Such information is
supplemental to information presented in accordance with GAAP, is not intended
to represent a presentation in accordance with GAAP, and should not be
considered as a substitute for, or superior to, measures of financial
performance prepared and presented in accordance with GAAP.





                                    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.


                                            LINENS 'N THINGS, INC.



Dated: July 13, 2004                        By: /s/ William T. Giles
                                                --------------------------------
                                                Name:  William T. Giles
                                                Title: Executive Vice President,
                                                       Chief Financial Officer



                                  EXHIBIT INDEX

       Exhibit No.       Description
       -----------       -----------

         99.1            Press Release of Linens 'n Things, Inc., dated July 13,
                         2004.

EX-99.1

                                                                    EXHIBIT 99.1

For additional information:
William T. Giles
Chief Financial Officer
(973) 815-2929


LINENS 'N THINGS ANNOUNCES

ESTIMATED SECOND QUARTER 2004 RESULTS

Clifton, NJ, July 13, 2004 -- Linens 'n Things, Inc. (NYSE:LIN) today announced
that it is revising its guidance for earnings per share for the second quarter
ended July 3, 2004 to the range of $0.01 to $0.02 per share on a fully diluted
basis, from the previous outlook of $0.08 to $0.09 per diluted share. Excluding
the impact of EITF 02-16 "Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor" (EITF 02-16), the range of
earnings per share for the second quarter ended July 3, 2004 is currently
expected to be $0.10 to $0.11 per share on a fully diluted basis versus the
previous guidance of $0.15 to $0.16 per diluted share. The provisions of EITF
02-16 are estimated to impact the Company's second quarter 2004 results by
approximately $0.09 per diluted share, from the previous guidance of $0.07 per
diluted share.

Net sales increased approximately 10.5% to $578.7 million for the second quarter
ended July 3, 2004, up from $523.7 million for the same period last year.
Comparable store net sales for the second quarter increased approximately 0.2%.

2004 Business Outlook

     This outlook is based on current expectations and includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. The Company can give no assurances that such
expectations will prove correct.

     In light of the current assessment of business trends, the Company is
providing an updated outlook. The current plan for the full year 2004 is as
follows:

For the full year 2004, sales are currently being targeted to grow by
approximately 11% to 14%. Comparable net sales are expected to be in the low to
mid single digit range. Diluted earnings per share including the impact of EITF
02-16 are currently targeted to be in the range of $1.56 to $1.66. Based on the
Company's current evaluations, the estimated impact from the implementation of
EITF 02-16 is expected to reduce diluted earnings per share on a non-cash basis
by approximately $0.27 to $0.28 for fiscal 2004, of which $0.20 has already been
realized in the first half of fiscal 2004. Therefore, excluding the impact of
EITF 02-16, diluted earnings per share are targeted in the range of $1.83 to
$1.93.


     Norman Axelrod, chairman and chief executive officer, commented, "Overall,
our second quarter results were primarily attributable to a decline in guest
traffic, particularly during the month of May. Although we expect our gross
margins for the quarter to remain consistent with the prior year, we were not
able to leverage our expense structure during this seasonally lower volume
quarter. Going forward, we believe we have the initiatives in place to achieve
our annual earnings per share target of $1.83 to $1.93, excluding the impact of
EITF 02-16."



     The Company will report its second quarter results on July 21st and will
host a conference call at 9:00 a.m. ET on the same day. The conference call will
be broadcast on the Company's website at www.lnt.com linking through the
"Investor Relations" page. A replay of this call can be accessed at the same
website address.

     Linens 'n Things, with 2003 sales of $2.4 billion, is one of the leading,
national large format retailers of home textiles, housewares and home
accessories. As of July 3, 2004 the Company was operating 473 stores in 45
states and five provinces across the United States and Canada. More information
about Linens 'n Things can be found online at www.lnt.com.

                                    * * * * *

     This press release contains forward-looking statements 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 such forward-looking terminology as
"expect," "believe," "may," "intend," "plan," "target," "outlook," "comfortable
with" and similar terms or variations of such terms. All of our information and
statements regarding our outlook for the future including future revenues,
comparable sales performance, earnings and other future financial condition,
impact, results and performance, constitutes forward-looking statements. All our
forward-looking statements are based on our current expectations, assumptions,
estimates and projections about our Company and involve certain significant
risks and uncertainties, including levels of sales, store traffic, acceptance of
product offerings and fashions and our ability to anticipate and successfully
respond to changing consumer tastes and preferences, the success of our new
business concepts, seasonal concepts and new brands, the performance of our new
stores, substantial competitive pressures from other home furnishings retailers,
the success of the Canadian expansion, availability of suitable future store
locations, schedule of store expansion and of planned closings, the impact of
the bankruptcies and consolidations in our industry, unusual weather patterns,
the impact on consumer spending as a result of the slower consumer economy, a
highly promotional retail environment, any significant variations between actual
amounts and the amounts estimated for those matters identified as our critical
accounting estimates as well as other significant accounting estimates made in
the preparation of our financial statements, the actual impact in fiscal 2004 of
EITF 02-16 as discussed in this release, and our ability to successfully
implement our strategic initiatives. If these or other risks or uncertainties
materialize, or if our estimates or underlying assumptions prove inaccurate,
actual results could differ materially from any future results, express or
implied by our forward-looking statements. These and other important risk
factors are included in the "Risk Factors" section of the Company's Registration
Statement on Form S-3 as filed with the Securities and Exchange Commission on
June 18, 2002 and are contained in our reports filed with the Securities and
Exchange Commission, including our Annual Report on Form 10-K and our Quarterly
Reports on Form 10-Q. You are urged to consider all such factors. In light of
the uncertainty inherent in such forward-looking statements, you should not
consider their inclusion to be a representation that such forward-looking
matters will be achieved. The Company assumes no obligation for updating any
such forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
statements.