UNITED STATES

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): ~~March~~May 2028, 2008

LINENS HOLDING CO.

LINENS ‘’N THINGS, INC.

LINENS ‘’N THINGS CENTER, INC.

(Exact names of registrants as specified in their charters)

Delaware Delaware California (States or other jurisdictions of incorporation) 333-135646-12 001-12381 333-135646-11 (Commission File Numbers) 20-4192917 22-3463939 59-2740308 (IRS Employer Identification Nos.)

Delaware	333-135646-12	20-4192917
Delaware	001-12381	22-3463939
California	333-135646-11	59-2740308
(States or other jurisdictions of incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

6 Brighton Road, Clifton, New Jersey 07015

(Address of principal executive offices) (Zip Code)

(973) 778-1300

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrants under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o Soliciting ~~5.02~~material ~~Departure~~pursuant ofto ~~Directors~~Rule 14a-12 orunder ~~Certain~~the ~~Officers;~~Exchange ~~Election~~Act (17 ofCFR ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~240.14a-12)

~~(e)~~o Pre-commencement ~~Linens~~communications ‘npursuant ~~Things,~~to ~~Inc.~~ Rule 14d-2(~~“LNT”~~b) under the ~~and~~Exchange ~~its~~Act ~~100%~~(17 ~~parent,~~CFR ~~Linens Holding Co~~240. 14d-2(~~“Holding” and, together with LNT and their~~b))

~~direct and~~o ~~indirect~~Pre-commencement ~~subsidiaries,~~communications ~~the~~pursuant ~~“Company”), have entered into or modified certain compensatory arrangements with respect~~ to Rule 13e-4(c) under the ~~Company’s~~Exchange ~~principal executive~~Act ~~officer,~~(17 ~~principal~~CFR ~~financial officer, and other named executive officers, which are summarized in this report~~240.13e-4(c))

~~Effective~~Item on1.01 ~~March 20, 2008,~~Entry ~~the~~into ~~compensation~~a ~~committees~~Material ofDefinitive ~~the boards of directors of Holding and LNT (the “Compensation Committees”) completed their annual compensation review with respect to senior management personnel of the Company~~Agreement.

As ~~part~~previously disclosed by Linens Holding Co. (“Holding”), in connection with the filings on May 2, 2008 by Holding and each of its direct and indirect U.S. subsidiaries (together with Holding, the ~~review~~“Debtors”) of voluntary petitions for relief under ~~process~~Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (jointly administered under Case No. 08 10832) (the “Chapter 11 Cases”), the ~~Compensation~~Debtors ~~Committees~~filed ~~approved~~motions anseeking ~~increase~~Bankruptcy Court approval of a Senior Secured, Super-Priority Debtor-in-Possession ~~annual~~and ~~base~~Exit Option Credit ~~salary~~Agreement (the “DIP Credit Agreement”) among Linens ’n Things, Inc. ~~effective~~(“LNT”) and Linens ’n Things Center, Inc. (“Center”), as ofU.S. Borrowers, Linens ’n Things Canada Corp. (“Linens Canada”), as Canadian Borrower, Holding, as Guarantor, the ~~respective~~Subsidiary ~~dates~~Guarantors ~~set~~party ~~forth~~thereto, ~~below~~the Lenders party thereto, General Electric Capital Corporation, as U.S. Administrative Agent, GE Canada Finance Holding Company, as Canadian Administrative Agent, and the other Agents party thereto. The DIP Credit Agreement provides for a revolving credit commitment of up to $700.0 million (the ~~following~~“Revolver”), ~~named~~with ~~executive~~a ~~officers~~non-debtor-in-possession Canadian subfacility of the Revolver available to the ~~indicated~~Canadian ~~amounts:~~Borrower of up to $50.0 million (the “Canadian Subfacility”).

Named Executive Officer	Title	New Annual Base Salary	Effective Date
Francis M. Rowan	Senior Vice President and Chief Financial Officer	$300,000	March 31, 2008
F. David Coder	Executive Vice President of Store Operations	$440,000	March 31, 2008
Scott Silver	Executive Vice President, Merchandising	$410,000	March 31, 2008

The Bankruptcy Court granted interim approval of the DIP Credit Agreement on May 2, 2008. Based on the Bankruptcy Court’s interim approval, the Debtors and the other parties to the DIP Credit Agreement executed the DIP Credit Agreement dated as of May 5, 2008, subject to final approval by the Bankruptcy Court.

~~The~~On ~~Compensation~~May 28, 2008, the ~~Committees~~Bankruptcy ~~also~~Court ~~approved~~granted a ~~one-time~~final ~~discretionary~~order ~~bonus~~approving ~~for~~the MrDIP Credit Agreement and authorizing the Debtors’ performance thereunder and under related loan documents (the “Final Order”). ~~Silver~~ Among other things, the Final Order grants the obligations under the DIP Credit Agreement superpriority administrative expense claim status in connection with the ~~amount~~Chapter 11 Cases and grants the U.S. Administrative Agent, for its benefit and the benefit of $5the lenders under the DIP Credit Agreement,~~000~~ automatically perfected security interests in ~~lieu~~and ofliens anon ~~additional~~all ~~base~~of ~~salary~~the ~~increase~~DIP Collateral (as defined in the ~~same~~Final Order), including Cash Collateral (as ~~amount~~defined in the Bankruptcy Code). The Final ~~bonus~~Order is ~~payable~~publicly available and may be accessed on orthe ~~about~~Internet at ~~March 31,~~http://pacer.psc.uscourts.gov ~~2008~~or www.kccllc.net/linensnthings.

~~The~~Borrowings ~~Holding~~by ~~Compensation~~the U.S. ~~Committee~~Borrowers ~~also~~under ~~approved~~the Revolver are subject to a borrowing base, which is a formula based on certain eligible inventory and receivables of the Debtors, ~~grant~~minus certain reserves. The Canadian Subfacility is subject to a separate Canadian borrowing base. The use of ~~stock~~the ~~options~~Revolver ~~under~~(including the ~~Linens~~Canadian Subfacility) ~~Holding~~is ~~Co.~~limited ~~Stock~~in ~~Option~~accordance ~~Plan~~with the DIP Budget (as defined in the DIP ~~“Plan”~~Credit Agreement). The use of proceeds under the DIP Credit Agreement are limited to refinancing the ~~following~~prepetition senior ~~named~~credit ~~executive~~facility ~~officers~~of LNT, Center, and Linens Canada, working capital and other general corporate purposes consistent with the DIP Budget, payment of costs and expenses related to ~~purchase~~the administration of the ~~number~~Chapter 11 Cases, and payment of ~~shares~~other prepetition expenses as contemplated by the DIP Budget and as approved by the Bankruptcy Court and consented to by the U.S. Administrative Agent. The principal amount outstanding of the loans under the DIP Credit Agreement, plus interest accrued and unpaid ~~Holding~~thereon, ~~common~~will ~~stock~~be ~~indicated:~~due and payable in full at maturity, which is the earlier of May 2, 2009 and confirmation of a plan of reorganization in the Chapter 11 Cases, subject to provisions in the DIP Credit Agreement providing for an earlier maturity date under certain circumstances.

Named Executive Officer	Title	Number of Shares	Vesting Commencement Date
Francis M. Rowan	Senior Vice President and Chief Financial Officer	10,000	March 31, 2008
F. David Coder	Executive Vice President of Store Operations	10,000	March 31, 2008
Scott Silver	Executive Vice President, Merchandising	5,000	March 31, 2008

Borrowings under the DIP Credit Agreement bear interest at a rate equal to, at the U.S. Borrowers’ option, either (1) the alternate base rate (as defined in the DIP Credit Agreement) plus 1.75% or (2) the adjusted LIBOR rate (as defined in the DIP Credit Agreement), with respect to any Eurodollar borrowing, plus 3.25%. In lieu of the alternate base rate, the Canadian Subfacility bears interest at the Canadian prime rate (as defined in the DIP Credit Agreement) plus 1.75%. If the borrowers default on their obligations under the DIP Credit Agreement, the default rate of interest will be the rate otherwise in effect plus 2.00%. In addition to interest, the borrowers are required to pay a commitment fee of 0.375% per annum in respect of the unutilized commitments thereunder. A closing fee of 2.00% of the aggregate amount of commitments under the DIP Credit Agreement was payable on May 5, 2008. The borrowers must also pay letter of credit fees and agency fees.

~~The~~All ~~stock options granted~~obligations under the ~~Plan~~DIP toCredit ~~each~~Agreement ~~optionee~~ are ~~equally~~unconditionally ~~divided~~guaranteed ~~between~~by aHolding ~~“Time Option”~~ and acertain ~~“Performance Option,” as those terms are defined in the standard form~~ of ~~option~~ ~~grant~~its ~~letter,~~existing ~~which~~and ~~was~~future ~~previously~~domestic ~~filed~~subsidiaries as ~~Exhibit 10~~Debtors.17 The toCanadian ~~the Company’s~~Subfacility ~~Registration Statement on Form S-4, filed with the SEC on July 7, 2006, and~~ is ~~incorporated~~guaranteed ~~herein~~ by ~~reference.~~ ~~The~~Holding’s ~~stock~~Canadian ~~options~~subsidiaries ~~have~~other anthan ~~exercise~~the ~~price~~Canadian ~~of $50~~Borrower.~~00 per share, expire~~ All ~~seven~~obligations ~~years~~under ~~after~~ the ~~date~~Revolver, ofother ~~grant~~than ~~and~~the ~~become~~Canadian ~~vested~~Subfacility, and ~~exercisable in four~~the ~~equal~~guarantees ~~installments on each~~ of ~~March 31,~~those ~~2009~~obligations, ~~March 31,~~are ~~2010~~secured, ~~March 31, 2011,~~subject ~~and March 31, 2012 with respect~~ to ~~the~~certain ~~Time~~exceptions, ~~Options and as provided~~by ~~in the standard form of grant letter with respect to the Performance Options.~~

~~The~~substantially ~~foregoing~~all ~~description~~ of the assets ~~terms~~ of the ~~option~~U.S. ~~grants under~~Borrowers and the ~~Plan~~Debtor isguarantors, ~~only~~including: (i) a first-priority ~~summary,~~security ~~and~~interest isin ~~qualified~~inventory, ~~entirely~~accounts byreceivable, ~~reference to the Plan~~cash, securities ~~which~~and ~~was~~other ~~previously~~general ~~filed~~intangibles; asand ~~Exhibit~~(ii) ~~10.16~~a ~~to the Company’s~~second-priority ~~Registration~~security ~~Statement~~interest onin ~~Form S-4~~equipment, ~~filed~~intellectual ~~with~~property ~~the~~rights ~~SEC~~and ~~on July 7,~~related ~~2006,~~general intangibles and isall ~~incorporated~~of ~~herein~~the bycapital ~~reference,~~stock of LNT and the ~~standard~~capital ~~form~~ stock of ~~option~~certain subsidiaries. The Canadian ~~grant~~Subfacility ~~letter~~is secured by all assets of the Canadian subsidiaries only.

3The DIP Credit Agreement also contains certain customary affirmative and negative covenants. In addition to customary events of default, the DIP Credit Agreement includes events of defaults related to the progress of the Chapter 11 Cases.

~~SIGNATURES~~The description of the DIP Credit Agreement in this report does not purport to be complete and is qualified in its entirety by reference to the DIP Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference.

~~Pursuant~~As toof the close of ~~requirements~~business on May 29, 2008, the borrowers had excess availability of $140.7 million under the ~~Securities~~Revolver. This ~~Exchange~~amount reflects ~~Act~~an increase of ~~1934,~~$44.1 million over the ~~registrants~~excess ~~have~~availability ~~duly~~projected by ~~caused~~the ~~this~~Debtors ~~report~~for the end of May in the DIP Budget referred to bein ~~signed~~the onorder granting ~~their~~the ~~behalf~~interim byapproval of the ~~undersigned~~DIP ~~hereunto~~Credit ~~duly authorized~~Agreement.

~~Dated: March~~Holding issued a press release on June 262, 2008 with respect to the DIP Credit Agreement, a copy of which is attached hereto as Exhibit 99.1 (the “Press Release”).

~~LINENS~~Item ~~HOLDING CO~~8.01 ~~LINENS~~Other ~~‘N THINGS, INC~~Events. ~~LINENS ‘N THINGS CENTER, INC. (Registrants) By: /s/ FRANCIS M. ROWAN Francis M. Rowan Senior Vice President and Chief Financial Officer~~

4In the Press Release, Holding also announced that approximately 83% of the dollar amount of all product orders from domestic vendors for May or June delivery have been or are being shipped on terms.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Senior Secured, Super-Priority Debtor-in-Possession and Exit Option Credit Agreement, dated as of May 5, 2008, among Linens ’n Things, Inc. and Linens ’n Things Center, Inc., as U.S. Borrowers, Linens ’n Things Canada Corp., as Canadian Borrower, Linens Holding Co., as Guarantor, the Subsidiary Guarantors party thereto, the Lenders party thereto, General Electric Capital Corporation, as U.S. Administrative Agent, GE Canada Finance Holding Company, as Canadian Administrative Agent, and the other Agents party thereto.

99.1 Press Release of Linens Holding Co. dated June 2, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated: June 2, 2008

	LINENS HOLDING CO.
	LINENS ‘N THINGS, INC.
	LINENS ‘N THINGS CENTER, INC.
	(Registrants)


	By:	/s/ FRANCIS M. ROWAN
		Francis M. Rowan
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

10.1		Senior Secured, Super-Priority Debtor-in-Possession and Exit Option Credit Agreement, dated as of May 5, 2008, among Linens ’n Things, Inc. and Linens ’n Things Center, Inc., as U.S. Borrowers, Linens ’n Things Canada Corp., as Canadian Borrower, Linens Holding Co., as Guarantor, the Subsidiary Guarantors party thereto, the Lenders party thereto, General Electric Capital Corporation, as U.S. Administrative Agent, GE Canada Finance Holding Company, as Canadian Administrative Agent, and the other Agents party thereto.

99.1		Press Release of Linens Holding Co. dated June 2, 2008.

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