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)    September 22, 2005
                                                   -----------------------------


                             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))







Item 7.01    Regulation FD Disclosure

Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of Linens 'n Things, Inc. (the "Company") dated September 22, 2005,  concerning
the Company's outlook,  including currently estimated sales and earnings for the
third quarter of 2005.  Such estimated  sales and earnings  constitute  "forward
looking"  information  within the meaning of The Private  Securities  Litigation
Reform Act of 1995.


Item 8.01    Other Events

On September 22, 2005, the Company also announced that its Board of Directors is
exploring  strategic  alternatives  to enhance  shareholder  value  including  a
possible  sale of the Company.  The Company said there can be no assurance  that
any transaction  will occur or, if one is undertaken,  its terms or timing.  The
Company has retained Credit Suisse First Boston LLC as its financial  advisor to
assist in the process.  The Company stated that it does not expect to update its
progress or disclose  developments  with respect to the exploration of strategic
alternatives   unless  the  Board  of   Directors   has  approved  a  definitive
transaction.

A copy of the  Company's  press  release is attached to this  Current  Report as
Exhibit 99.1.





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 September 22, 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:   September 22, 2005                   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 September 22, 2005

EX-99.1

                                                                    Exhibit 99.1

                  Linens 'n Things Updates Outlook;
               Company Exploring Strategic Alternatives

    CLIFTON, N.J.--(BUSINESS WIRE)--Sept. 22, 2005--Linens 'n Things,
Inc. (NYSE:LIN) announced today that it is updating its July 20, 2005
outlook, at which time it provided earnings outlook information for
the 2005 second half only. Based on sales trends to date in the third
quarter, the Company currently expects net earnings to approximately
breakeven for the third quarter ending October 1, 2005. Comparable
same store sales are estimated to decline by approximately 10% in the
third quarter. Although the Company had not provided earnings guidance
for the third quarter, the consensus estimate of fully diluted
earnings per share for the third quarter is $0.29. The Company stated
that it currently plans to provide its earnings outlook for the 2005
fourth quarter at its next scheduled earnings conference call.
    "While we expected our performance for this quarter to be
difficult, we had not anticipated the significant declines in guest
traffic that occurred," commented Norman Axelrod, Chairman and Chief
Executive Officer. "Response to our Back-to-School assortments proved
disappointing, as our fashion content was too narrow in appeal and we
did not make the kind of progress that we expected in strengthening
our value proposition with our guests."
    "The addition of Jane Gilmartin as Chief Merchandising Officer in
July has greatly strengthened our merchandising team and she has
already begun to have an impact on improving our merchandise
assortments with a focus on the holiday selling season," continued
Axelrod. "In addition, we are excited about the launch of the Nate
Berkus Collection offered exclusively at Linens 'n Things which
although early has been well-received by our guests."
    "While our business has not performed well during this quarter,
our balance sheet remains strong, leaving us well-positioned as we
head into the balance of this year," commented William Giles,
Executive Vice President and Chief Financial Officer.
    The Company also announced that its Board of Directors is
exploring strategic alternatives to enhance shareholder value,
including a possible sale of the Company. The Company said there can
be no assurance that any transaction will occur or, if one is
undertaken, its terms or timing. The Company has retained Credit
Suisse First Boston LLC as its financial advisor to assist in this
process. The Company stated that it does not expect to update its
progress or disclose developments with respect to the exploration of
strategic alternatives unless the Board of Directors has approved a
definitive transaction.
    The Company will report its third quarter results on October 19th
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 2004 sales of $2.7 billion, is one of the
leading, national large format retailers of home textiles, housewares
and home accessories. As of July 2, 2005 the Company was operating 516
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 Company's decisions concerning and
the substantial risks and uncertainties associated with the strategic
alternatives being explored which could include a potential sale of
the Company, as well as the substantial risks and uncertainties
associated with whether or not any transaction will ultimately be
executed or consummated; levels of sales; store traffic; the negative
selling trends experienced to date and the risk and uncertainty of a
continuation of such negative selling trends; the unpredictability of
the success of our important fourth quarter holiday selling season and
the substantial contribution of our fourth quarter to our full year
sales and earnings; unusual weather patterns; acceptance of our
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 retailers; availability of suitable future store
locations; schedule of store expansion and of planned closings; the
impact of the bankruptcies and consolidations in our industry; the
impact on consumer spending as a result of the slower consumer
economy, higher gasoline prices, and 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.
    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 or other
forward-looking statements, 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