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)      October 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
                                                  ------------------------------

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




SECTION 2 - FINANCIAL INFORMATION

Item 2.02  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 October 13, 2004, reporting the
Company's estimated sales and earnings results for the third quarter of 2004.
Such estimated earnings results as well as all "outlook" information 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 third quarter sales and
earnings 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 is
reconciled to generally accepted accounting principles (GAAP) as part of the
press release. In the Company's view, in discussing its 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.




SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits

(c)  Exhibits

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





                                    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: October 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 October 13, 2004.

EX-99.1

                                                                    Exhibit 99.1

   Linens 'n Things Announces Estimated Third Quarter 2004 Results

    CLIFTON, N.J.--(BUSINESS WIRE)--Oct. 13, 2004--Linens 'n Things,
Inc. (NYSE:LIN) today announced that it is updating its guidance for
earnings per share for the third quarter ended October 2, 2004 to the
range of $0.37 to $0.38 per share on a fully diluted basis, from the
previous outlook of $0.44 to $0.50 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 third quarter ended October 2,
2004 is currently expected to be $0.42 to $0.43 per share on a fully
diluted basis versus the previous guidance of $0.49 to $0.55 per
diluted share. The provisions of EITF 02-16 are estimated to impact
the Company's third quarter 2004 results by approximately $0.05 per
diluted share.
    Net sales increased approximately 8.5% to $654.2 million for the
third quarter ended October 2, 2004, up from $602.8 million for the
same period last year. Comparable store net sales for the third
quarter of fiscal 2004 declined 0.5%.
    Norman Axelrod, chairman and chief executive officer, commented,
"Although the third quarter began healthy, our overall performance
became softer as the quarter progressed, primarily attributable to a
decline in guest traffic as well as the hurricanes that negatively
impacted our stores in the Southeast. Operating margin was pressured
due primarily to the de-leveraging of operating expenses as a result
of our comparable net sales performance and to a decline in our gross
margin rate due to higher markdowns. Looking ahead to the fourth
quarter, we expect the retail environment to remain challenging.
However, we have intensified our efforts in marketing and in
merchandising to help capitalize on the sales and earnings
opportunities in the fourth quarter."
    The Company will report its third quarter results and update its
fourth quarter 2004 guidance on October 20th 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 October 2, 2004 the Company was operating
479 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, our ability to anticipate and control our operating and
selling expenses, 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 substantial 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,
even if such results or changes make it clear that any projected
results will not be realized.

    Our outlook and other forward-looking statements are as of the
date of this release only.

    CONTACT: Linens 'n Things, Inc.
             William T. Giles, 973-815-2929