8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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)     March 7, 2005
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                             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 March 10, 2005, updating the
Company's sales and earnings guidance for first quarter fiscal 2005.

SECTION 4 - Matters Related to Accountants and Financial Statements

Item 4.02 Non-Reliance on Previously Issued Financial Statements of a Related
          Audit Report or Completed Interim Review.

(a) As discussed in its press release dated March 10, 2005, as a result of the
February 7th letter from the Office of the Chief Accountant of the SEC to the
American Institute of Certified Public Accountants, which clarified existing
generally accepted accounting principles applicable to leases, the Company
reviewed its lease accounting practices. The Company will correct the way it
accounts for its leases and landlord allowances, specifically the accounting for
straight-line rent expense and landlord allowances.

On March 7, 2005, management and the Audit Committee discussed the issues
regarding the Company's method of accounting for leases and landlord allowances
with the Company's independent registered public accounting firm and determined
that the Company's accounting for these items is not consistent with the views
expressed by the SEC. Accordingly, management and the Audit Committee concluded
that the Company will restate its annual financial statements for all fiscal
years presented in its upcoming Annual Report on Form 10-K for the fiscal year
ended January 1, 2005, other than fiscal year 2004, and will restate its
quarterly financial statements for the four quarters of fiscal year 2003 and the
first three quarters of fiscal year 2004. Accordingly, the consolidated
financial statements for those periods should no longer be relied upon. Further,
management and the Audit Committee have determined that the Company's unaudited
consolidated financial results included in the Company's press release issued on
February 2, 2005 should likewise no longer be relied upon. The Company's Annual
Report of Form 10-K for the fiscal year ended January 1, 2005 will include
disclosure of the effects of the adjustments on the financial statements of each
of the periods included in the audited financial statements.

On March 10, 2005, the Company issued a press release describing the matters
discussed above, a copy of which is attached to this Form 8-K as Exhibit 99.1.

In its Annual Report on Form 10-K for the fiscal year ended January 1, 2005, the
Company's management will be required to provide an assessment of the
effectiveness of the Company's internal control over financial reporting, and
the Company's independent registered public accountants will be required to
audit management's assessment. Public Company Accounting Oversight Board
("PCAOB") Auditing Standard No. 2 identifies a number of circumstances that,
because of their likely significant negative effect on internal control over
financial reporting, are to be regarded as strong indicators that a material
weakness in internal control over financial reporting exists, including the
restatement of previously issued financial statements to reflect the correction
of a misstatement. Management has evaluated the impact of the aforementioned
restatement on the Company's assessment of its system of internal control over
financial reporting and has concluded that the control deficiency that resulted
in the incorrect lease accounting represented a material weakness in internal
control over financial reporting as of January 1, 2005.




Item 9.01 Financial Statements and Exhibits

(c)  Exhibits

99.1 Press Release of Linens 'n Things, Inc. dated March 10, 2005.




                                    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: March 11, 2005                           By: /s/ William T. Giles
                                                    ----------------------------
                                                Name:  William T. Giles
                                                Title: Executive Vice President,
                                                       Chief Financial Officer




                                  EXHIBIT INDEX

Exhibit No.        Description
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  99.1             Press Release of Linens 'n Things, Inc. dated March 10, 2005.

EX-99.1

                                                                    Exhibit 99.1

     Linens 'n Things Updates First Quarter Guidance and Announces
                   Changes in Accounting for Leases

    CLIFTON, N.J.--(BUSINESS WIRE)--March 10, 2005--Linens 'n Things,
Inc. (NYSE: LIN)
    Linens 'n Things announced that it is updating its guidance for
earnings per share for the first quarter ending April 2, 2005. In
addition, based on a review of its lease accounting practices, the
Company has determined, like many companies in the retail industry,
that its current method of accounting for leases and landlord
allowances is not consistent with the views recently expressed by the
SEC. As a result, the Company will restate its financial statements
for prior fiscal years and periods as required. The adjustments will
have no effect on historical or future net cash flows or the timing of
payments under the related leases.

    Updated First Quarter 2005 Business Outlook

    The Company is updating its first quarter 2005 earnings guidance
to a loss in the range of $0.08 to $0.12, from the previous outlook of
income of $0.06 to $0.09 per fully diluted share. Comparable store net
sales for the first quarter are expected to decline in the mid-single
digit range. Norman Axelrod, Chairman and Chief Executive Officer,
commented "Our overall sales performance was primarily impacted by a
decline in guest traffic. Our fashion textiles business was
particularly challenging as we continue to transition our assortments.
Operating margin declined due to the deleverage of operating expenses,
however, our gross margin rate remained healthy. Keep in mind, the
first quarter represents the smallest portion of our annual sales and
earnings and therefore, we still have the majority of our sales and
earnings opportunities ahead of us." First quarter 2005 current
guidance reflects an earnings reduction of approximately $0.02 per
fully diluted share due to the corrected method of accounting for
leases as more fully described below. The Company expects to report
its first quarter results and will update its full year 2005 business
outlook on Wednesday, April 20, 2005.

    Accounting for Certain Store Leases

    The Company has reviewed its lease accounting practices as a
result of the February 7th letter from the Office of the Chief
Accountant of the SEC to the American Institute of Certified Public
Accountants, which clarified existing generally accepted accounting
principles applicable to leases.
    Like many companies in the retail industry, the Company has
determined that its current method of accounting for leases and
landlord allowances is not consistent with the views expressed by the
SEC. The Company has discussed these accounting issues with the audit
committee and the Company's external auditor, KPMG LLP, and has
determined that it will correct its method of accounting for leases
and landlord allowances. The Company will restate its annual financial
statements for all fiscal years presented in its upcoming 2004 10-K.
It will also restate its quarterly financial statements for the four
quarters of fiscal 2003 and the first three quarters of fiscal 2004.
Fiscal year 2004 financial statements will effectively be restated
from the unaudited financial statements on which the Company's
February 2, 2005 earnings release were based. The adjustments will
have no effect on historical or future net cash flows or the timing of
payments under the related leases.
    Historically, the Company has recorded rent expense commencing as
of the store opening date, as opposed to when the Company took
possession of the property. The Company's landlords typically provide
access to the leased property free-of-charge for a period of time
before the store opening so that the Company can build out or fixture
the store and stock it with merchandise. The Company will now include
this period in calculating straight-line rent expense and amortization
of landlord allowances.
    The Company will correct its accounting to recognize rent expense
on a straight-line basis over the expected lease term, including
cancelable option periods where in those instances exercising such
options is reasonably assured. Previously, the Company did not include
these cancelable option periods in calculating straight-line rent
expense.
    The Company will also be correcting its method of classifying
landlord allowances. For new stores, the Company generally receives
allowances from landlords for the construction of leasehold
improvements. Historically, landlord allowances have been classified
on the Company's balance sheets as reductions of property and
equipment, and have been classified as a reduction in capital
expenditures on the Company's statements of cash flows. However,
Linens 'n Things will now classify landlord allowances as a deferred
rent credit reflected in long-term liabilities on the balance sheet,
and as an operating activity on the statements of cash flows. This
adjustment will increase both property and equipment and other
long-term liabilities on the balance sheet by approximately $176
million as of fiscal year end 2004. The correction will have no
material impact on the Company's statements of operations in 2004 or
prior years and will not impact historical or future net cash flows.
    The restatement will increase SG&A expense for fiscal years 2002,
2003 and 2004 by approximately $5 million, $4 million and $4 million,
respectively. Diluted net earnings per share will decrease by
approximately $0.07, $0.06 and $0.05 for the fiscal years 2002, 2003
and 2004, respectively. Currently, the Company anticipates a similar
increase in non-cash SG&A expense of approximately $0.04 in fiscal
2005, which includes a $0.02 impact for the first quarter of fiscal
2005. The cumulative impact of the correction of accounting for leases
will decrease retained earnings by approximately $23 million as of
January 1, 2005. Other, immaterial reclassifications and adjustments
will be recorded for all periods presented.
    The adjustments do not have any impact on the Company's previously
reported comparable net sales, net sales, net cash flow or actual
lease payments.

    Linens 'n Things, with 2004 sales of $2.7 billion, is one of the
leading, national large format retailers of home textiles, housewares
and home accessories. As of January 1, 2005 the Company was operating
492 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 the status of our accounting review as
described above and the possibility of additional changes as we
complete our review of operating leases; the possibility that our
independent auditors may identify additional issues or other
considerations while they complete their review of our information
concerning our operating leases; the possible adverse effect of the
Company's determination that, based on the need for restatement, the
Company has a material weakness in its internal control over financial
reporting; levels of sales, store traffic, the results and success of
our holiday selling season, 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 and our ability to successfully implement our
strategic initiatives. With respect to the anticipated impact of the
lease-related accounting adjustments, the risks also relate to the
finalization and audit of the applicable amounts, which have not yet
been completed.
    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
             Chief Financial Officer