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)            February 2, 2006
                                                            --------------------


                             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 February 2, 2006, reporting the
Company's sales and earnings results for the fourth quarter and fiscal year
ended December 31, 2005.






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 February 2, 2006





                                    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:   February 2, 2006                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 February 2, 2006.

EX-99.1

                                                                    Exhibit 99.1

Linens 'n Things Announces Preliminary Fourth Quarter and Full Year 2005 Results

    CLIFTON, N.J.--(BUSINESS WIRE)--Feb. 2, 2006--Linens 'n Things,
Inc. (NYSE:LIN), today reiterated its previous announcement that total
net sales increased approximately 5.2% to $921.2 million for the
fourth quarter ended December 31, 2005, up from $875.7 million for the
same period last year. Comparable net sales for the fourth quarter of
2005 declined approximately 2.2%. Operating profit, which represents
earnings before interest and taxes, is expected to be approximately
$73 to $75 million, compared with $72.7 million for the same period
last year. Depreciation and amortization for the fourth quarter ended
December 31, 2005 is expected to be approximately $24.1 million,
compared with $21.3 million for the same period last year.
    For the fifty-two week period ended December 31, 2005, net sales
increased approximately 1.2% to $2,694.7 million, up from $2,661.5
million for the same period last year. Comparable net sales for the
fifty-two week period ended December 31, 2005 declined approximately
5.9%. Operating profit is expected to be approximately $61.3 to $63.3
million, compared with $101.3 million for the same period last year.
Depreciation and amortization for the fifty-two week period ended
December 31, 2005 is expected to be approximately $90.3 million,
compared with $81.3 million for the same period last year.
    The foregoing financial results are unaudited, and are therefore
preliminary and are subject to change based on completion of the 2005
year-end audit and final management review.

    Linens 'n Things, with 2005 sales of $2.7 billion, is one of the
leading, national large format retailers of home textiles, housewares
and home accessories. As of December 31, 2005, the Company was
operating 542 stores in 47 states and six provinces across the United
States and Canada. More information about Linens 'n Things can be
found online at www.lnt.com.

    The foregoing contains forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. The
forward-looking information can be identified by such forward-looking
terminology as "expect", "anticipate", "believe", "belief", "may" and
similar terms or variations of such terms. Our forward looking
statements are based on our current expectations, assumptions,
estimates and projections about our Company and involve significant
risks and uncertainties, including: conduct, completion and
satisfactory result of the 2005 year-end audit; absence of any
significant audit changes or adjustments and any variations between
estimated and actual amounts for the Company's critical accounting
estimates and other significant accounting estimates. If these or
other significant risks and uncertainties occur, or if our estimates
or underlying assumptions prove inaccurate, our actual results could
differ materially and the conditions to the consummation of the merger
may not be satisfied. You are urged to consider all such risks and
uncertainties. 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 to and does not plan to
update any such forward-looking statements.
    Our forward-looking statements are as of the date of this release
only.

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