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 21, 2004
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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
                                                         --------------





                    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 21, 2004,  reporting the
Company's sales and earnings results for the second quarter of 2004.


The discussion of the Company's  2004 second quarter  results and its commentary
regarding  expected  future results  include and, where  indicated,  exclude the
impact of EITF 02-16,  "Accounting  by a Customer  (Including  a  Reseller)  for
Certain  Consideration  Received  from  a  Vendor"  (EITF  02-16).  The  Company
commenced  implementation of EITF 02-16 during the first quarter of fiscal 2004.
EITF 02-16 is  effective  for vendor  contracts  initiated or modified in fiscal
2004 or  thereafter.  Following the initial  implementation  impact,  subsequent
fiscal years will reflect vendor allowances on a consistent basis other than for
any net changes in such vendor  allowances.  The  Company's  EITF 02-16  pre-tax
adjustment  represents those allowances  reflected as a reduction of the cost of
inventory,  which historically would have been treated as a reduction of cost of
sales or selling,  general and administrative  expenses  ("SG&A").  Beginning in
fiscal  2004,  due to the  Company's  changes to its vendor  agreements  and the
requirements of EITF 02-16, the Company no longer records advertising allowances
as a  reduction  to SG&A.  The  Company  has  allocated  the EITF 02-16  pre-tax
adjustment  to SG&A  based on the  previous  year  ratio of  vendor  advertising
allowances  recorded  within SG&A to sales.  The remaining  portion of the total
EITF 02-16 pre-tax adjustment was allocated to cost of sales.


The impact of EITF 02-16 is detailed in, and  reconciled  to generally  accepted
accounting  principles  (GAAP) as part of, the Company's  discussion of its 2004
second quarter results.  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 21, 2004        By:
                                 ---------------------------------------------
                                       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 July 21, 2004.