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)           April 30, 1999
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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
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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.

         Certificate of Amendment.


         Linens 'n  Things,  Inc.  (the  "Company")  executed a  Certificate  of
Amendment  of the Amended  and  Restated  Certificate  of  Incorporation  of the
Company on April 21,  1999 (the "Certificate  of  Amendment"),  increasing  the
number of authorized shares of Common Stock of the Company,  par value $0.01 per
share,  from 60,000,000 to  135,000,000.  The Certificate of Amendment was filed
with the Secretary of State of Delaware on April 30, 1999.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits.


         Exhibit 3.4     Certificate  of  Amendment  of  the  Amended  and
                         Restated  Certificate  of  Incorporation  of  Linens 'n
                         Things,  Inc.,  dated April 21, 1999 and filed with the
                         Secretary of State of Delaware on April 30, 1999.





                                    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.


                                               WILLIAM T. GILES
Dated:   May 5, 1999                  By:  _______________________________
                                               William T. Giles
                                               Chief Financial Officer






                                  EXHIBIT INDEX



         Exhibit 3.4     Certificate  of  Amendment  of  the  Amended  and
                         Restated  Certificate  of  Incorporation  of  Linens 'n
                         Things,  Inc.,  dated April 21, 1999 and filed with the
                         Secretary of State of Delaware on April 30, 1999.