PRELIMINARY COPY
                
                             LINENS 'N THINGS, INC.

                                      PROXY


                                 April 21, 1999

                      THIS PROXY IS SOLICITED ON BEHALF OF
                THE BOARD OF DIRECTORS OF LINENS 'N THINGS, INC.



                  The  undersigned  hereby  appoints Brian D. Silva,  William T.
Giles and Denise Tolles,  and each of them, with power of substitution,  proxies
for the  undersigned  and  authorizes  each of them to  represent  and vote,  as
designated,  all of the  shares  of   stock  of  Linens  'n  Things,  Inc.  (the
"Company")  which the  undersigned may be entitled to vote at the Annual Meeting
of  Shareholders  of the Company to be held at the Company's  headquarters  at 6
Brighton Road,  Clifton,  New Jersey on April 21, 1999 and at any adjournment or
postponement of such meeting.

                  THIS PROXY WHEN PROPERLY  EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED  HEREIN BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO CONTRARY  DIRECTION IS
MADE,  THIS PROXY WILL BE VOTED  "FOR"  PROPOSAL 1 AND  PROPOSAL  2. PLEASE VOTE
PROMPTLY.


                  (continued and to be signed on reverse side)




[ X ]  Please mark votes as in this example.


1.    ELECTION OF TWO DIRECTORS.

      To elect Norman Axelrod as director for a three-year term:

       FOR                 WITHHELD
      [   ]                [      ]

      To elect Charles C. Conaway as director for a three-year term:

       FOR                 WITHHELD
      [   ]                [      ]


2. Proposal to increase authorized Common Stock to 135,000,000 shares.

       FOR                 WITHHELD                ABSTAIN
      [   ]                [      ]                [     ]




                         MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT    [    ]

                         Please  sign  exactly  as  your  name or  names  appear
                         hereon.    When   signing   as   attorney,    executor,
                         administrator,  trustee or  guardian,  please give your
                         full title as such. If a corporation,  please print the
                         full  corporate  name  and sign by  president  or other
                         authorized officer. If a partnership,  please print the
                         full partnership name and sign by authorized person.

Signature________________________________________  Date: ________________, 1999

Signature________________________________________  Date: ________________, 1999