CERTIFICATE OF AMENDMENT
                                       OF
                            THE AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             LINENS 'N THINGS, INC.

        (Pursuant to Section 242 of the Delaware General Corporation Law)

         The undersigned hereby certify the following:

         1. The name of the corporation is LINENS 'N THINGS, INC.

         2. The original  Certificate of  Incorporation  of the  corporation was
filed with the  Secretary  of State of the State of  Delaware on  September  10,
1996. The Amended and Restated  Certificate of  Incorporation of the corporation
was filed with the  Secretary  of State of the State of Delaware on November 27,
1996.

         3.  Paragraph  (a) of  Article  FOURTH  of  the  Amended  and  Restated
Certificate  of  Incorporation  is amended as follows to increase  the number of
shares from the presently  authorized  60,000,000  shares of Common  Stock,  par
value $.01 per share, to 135,000,000  shares of Common Stock, par value $.01 per
share.  The 1,000,000  shares of Preferred  Stock,  par value $.01, shall remain
unchanged:

                  (a) The total number of shares of stock which the  Corporation
                  shall have  authority to issue is  136,000,000,  consisting of
                  135,000,000  shares of Common Stock,  par value $.01 per share
                  (the "Common Stock"), and 1,000,000 shares of Preferred Stock,
                  par value $.01 per share (the "Preferred Stock").

         4.  The   amendment  of  the  Amended  and  Restated   Certificate   of
Incorporation  was  authorized  first by vote of the Board of  Directors  of the
corporation  and then by vote of the  holders of a majority  of all  outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have subscribed this document on April 21, 1999,
and do hereby  affirm,  under the  penalties  of  perjury,  that the  statements
contained herein have been examined by us and are true and correct.

                              NORMAN AXELROD
                              -------------------------------------
                              Norman Axelrod, Chairman of the Board,
                              President and Chief Executive Officer


                              BRIAN D. SILVA
                              -------------------------------------
                              Brian D. Silva, Secretary