Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BEEKMAN PHILIP E
   2. Issuer Name and Ticker or Trading Symbol
LINENS N THINGS INC [LIN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O LINENS 'N THINGS, INC., 6 BRIGHTON ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/14/2006
(Street)

CLIFTON, NJ 07012		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 02/14/2006   D   13,549 D $ 28 (1) 0 D  
Common Stock, par value $0.01 per share 02/14/2006   D   700 (2) D $ 28 (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 23.76 02/14/2006   D     4,000   (3)   (3) Common Stock 4,000 $ 4.24 (4) 0 D  
Stock Options (Right to Buy) $ 31.07 02/14/2006   D     4,000   (5)   (5) Common Stock 4,000 $ 0 (4) 0 D  
Stock Options (Right to Buy) $ 20.85 02/14/2006   D     4,000   (6)   (6) Common Stock 4,000 $ 7.15 (4) 0 D  
Stock Options (Right to Buy) $ 35.95 02/14/2006   D     4,000   (7)   (7) Common Stock 4,000 $ 0 (4) 0 D  
Stock Options (Right to Buy) $ 27.79 02/14/2006   D     2,000   (8)   (8) Common Stock 2,000 $ 0.21 (4) 0 D  
Stock Options (Right to Buy) $ 29.84 02/14/2006   D     2,000   (9)   (9) Common Stock 2,000 $ 0 (4) 0 D  
Stock Options (Right to Buy) $ 44.69 02/14/2006   D     2,000   (10)   (10) Common Stock 2,000 $ 0 (4) 0 D  
Stock Options (Right to Buy) $ 31.42 02/14/2006   D     2,000   (11)   (11) Common Stock 2,000 $ 0 (4) 0 D  
Stock Options (Right to Buy) $ 11.91 02/14/2006   D     1,400   (12)   (12) Common Stock 1,400 $ 16.09 (4) 0 D  
Stock Options (Right to Buy) $ 9.19 02/14/2006   D     14,000   (13)   (13) Common Stock 14,000 $ 18.81 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BEEKMAN PHILIP E
C/O LINENS 'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NJ 07012		   X      

Signatures

 /s/ Brian D. Silva, Attorney-in-Fact   02/16/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to the Agreement and Plan of Merger by and among Laundry Holding Co., Laundry Merger Sub Co. and the issuer, dated as of November 8, 2005 (the "Merger Agreement"), in exchange for $28.00 for each share of common stock of the issuer (the "Linens Common Stock") held by the reporting person.
(2) Represents restricted stock units granted May 5, 2005 which will vest on May 6, 2006.
(3) Options are exercisable in one-third increments on May 5, 2006, May 5, 2007 and May 5, 2008. Options expire on May 5, 2012.
(4) Disposed of pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Linens Common Stock subject to the option multiplied by (ii) the excess, if any, of $28.00 over the exercise price per share of Linens Common Stock under such option.
(5) Options are exercisable in one-third increments on May 6, 2005, May 6, 2006 and May 7, 2007. Options expire on May 6, 2011.
(6) Options are exercisable in one-third increments on May 1, 2004, May 1, 2005 and May 1, 2006. Options expire on May 1, 2010.
(7) Options are exercisable in one-third increments on May 9, 2003, May 9, 2004 and May 9, 2005. Options expire on May 9, 2012.
(8) Options are exercisable in one-third increments on May 2, 2002, May 2, 2003 and May 2, 2004. Options expire on May 2, 2011.
(9) Options are exercisable in one-third increments on May 10, 2001, May 10, 2002 and May 10, 2003. Options expire on May 10, 2010.
(10) Options are exercisable in one-third increments on April 21, 2000, April 21, 2001 and April 21, 2002. Options expire on April 21, 2009.
(11) Options are exercisable in one-third increments on May 5, 1999, May 5, 2000 and May 5, 2001. Options expire on May 5, 2008.
(12) Options are exercisable in 25% increments on May 6, 1998, May 6, 1999, May 6, 2000 and May 6, 2001. Options expire on May 6, 2007.
(13) Options are exercisable in 25% increments on January 6, 1998, January 6, 1999, January 6, 2000 and January 6, 2001. Options expire on January 6, 2007.

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