PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Additional time is required in order for Linens 'n Things, Inc. (the "Company") to file its Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (the "Form 10-K").  The Form 10-K is due to be filed with the Securities and Exchange Commission (the "SEC") on March 17, 2005.  The Company now expects to file the Form 10-K on or before April 1, 2005.

As discussed in its press release dated March 10, 2005, as a result of the February 7, 2005 letter from the Office of the Chief Accountant of the SEC to the American Institute of Certified Public Accountants, which clarified existing generally accepted accounting principles applicable to leases, the Company reviewed its lease accounting practices.  The Company will correct the way it accounts for its leases and landlord allowances.

On March 7, 2005, the Company's management discussed the issues regarding the Company's method of accounting for leases and landlord allowances with the Audit Committee of the Board of Directors and with the Company's independent registered public accounting firm. Management determined that the Company's accounting for these items was not consistent with the views expressed by the SEC.  Accordingly, management and the Audit Committee concluded that the Company will restate its annual financial statements for all fiscal years presented in its Annual Report on Form 10-K for the fiscal year ended January 1, 2005, other than fiscal year 2004, and will restate its quarterly financial statements for the four quarters of fiscal year 2003 and the first three quarters of fiscal year 2004.  On March 10, 2005, the Company issued a press release describing the matters discussed above.

The Company had a short period of time remaining before the due date of Form 10-K in which to complete the restatement and the related Form 10-K disclosures and within which to permit its independent registered public accounting firm to complete its audit.  While this process is nearly completed, the circumstances described above prevented the Company from completing the process and filing its Form 10-K in a timely manner without unreasonable effort and expense to the Company.      

PART IV — OTHER INFORMATION

Name and telephone number of person to contact in regard to this notification

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).      Yes [X]   No [   ]

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

         Net sales for the year ended January 1, 2005 ("fiscal 2004") were $2,661.5 million compared to $2,395.3 million for the year ended January 3, 2004 ("fiscal 2003").  Gross profit for fiscal 2004 was $1,071.8 million compared to $968.4 million for fiscal 2003. SG&A expenses for fiscal 2004 were $970.7 million compared to $847.1 million for fiscal 2003. Net income for fiscal 2004 was $60.4 million compared to $72.6 million for fiscal 2003.  The foregoing amounts are unaudited.

* See also press release attached as Exhibit A hereto.

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.