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 31, 1998
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                             Linens 'n Things, Inc.
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             (Exact name of registrant as specified in its charter)



         Delaware                        1-12381              22-3463939
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(State or other jurisdiction            (Commission      (I.R.S. Employer
 of incorporation or organization)       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
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Inapplicable
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(Former name or former address, if changed since last report)





                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS.

         On March 31, 1998, Linens 'n Things,  Inc. (the "Company") entered into
a Credit Agreement with The Bank of New York and BNY Capital Markets,  Inc. (the
"Agreement").  The  Agreement  amends and  restates in its  entirety  the Credit
Agreement,  dated  as of  November  20,  1996 by and  among  the  Company,  each
subsidiary party thereto, the lenders party thereto and The Bank of New York.

         The effects of the Agreement include,  among other things, an extension
of the maturity date of the revolving credit facility for an additional  sixteen
months and a reduction in the size of the credit  facility  from $125 million to
$90  million,  with the option to increase  the size to $125  million if certain
conditions are met.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         a)       Not Applicable.

         b)       Not Applicable.

         c)       Exhibits.

                  10.12    Credit Agreement by and Among Linens 'n Things, Inc.,
                           the Subsidiary  Borrowers  Party Hereto,  the Lenders
                           Party Hereto and The Bank of New York, as Agent, with
                           BNY Capital Markets,  Inc., as Arranging Agent, dated
                           as of March 31,  1998 is filed as an  exhibit to this
                           Form 8-K.





                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated:   May 11, 1998

                               Linens 'n Things, Inc.
                               (Registrant)


                                        WILLIAM T. GILES
                               By: ___________________________
                                        William T. Giles
                                        Chief Financial Officer