Exhibit 3.3
 
                                     BYLAWS
 
                                       OF
 
                             Linens 'n Things, Inc.
 
                                    * * * * *
 
 
                                    ARTICLE I
 
                                     OFFICES
 
                  Section 1. Registered Office. The registered office shall be
in the City of Wilmington, County of New Castle, State of Delaware.
 
                  Section 2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
Corporation may require.
 
                  Section 3. Books. The books of the Corporation may be kept
within or without of the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.
 
 
                                   ARTICLE II
 
                            MEETINGS OF STOCKHOLDERS
 
                  Section 1. Time and Place of Meetings. All meetings of
stockholders shall be held at such place, either within or without the State of
Delaware, on such date and at such time as may be determined from time to time
by the Board of Directors (or the Chairman of the Board in the absence of a
designation by the Board of Directors).
 
                  Section 2. Annual Meetings. Annual meetings of stockholders,
commencing with the year 1997, shall be held to elect directors and transact
such other business as may properly be brought before the meeting.
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          Section 3. Special Meetings. Special meetings of stockholders may be
called by the Board of Directors or the Chairman of the Board of Directors, the
President or the Secretary of the Corporation and may not be called by any other
person. Notwithstanding the foregoing, (i) for so long as CVS Corporation
("CVS") is a Principal Stockholder (as defined in the certificate of
incorporation), special meetings of the stockholders may be called by CVS, and
(ii) whenever holders of one or more classes or series of Preferred Stock shall
have the right, voting separately as a class or series, to elect directors, such
holders may call, pursuant to the terms of the resolution or resolutions adopted
by the Board of Directors pursuant to Article Four of the certificate of
incorporation, special meetings of holders of such Preferred Stock.
 
          Section 4. Notice of Meetings and Adjourned Meetings; Waivers of
Notice. (a) Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given which shall state
the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended ("Delaware Law"), such notice shall be given
not less than 10 nor more than 60 days before the date of the meeting to each
stockholder of record entitled to vote at such meeting. Unless these bylaws
otherwise require, when a meeting is adjourned to another time or place (whether
or not a quorum is present), notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
 
          (b) A written waiver of any such notice signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
 
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          Section 5. Quorum. Unless otherwise provided under the certificate of
incorporation or these bylaws and subject to Delaware Law, the presence, in
person or by proxy, of the holders of a majority of the outstanding capital
stock of the Corporation entitled to vote at a meeting of stockholders shall
constitute a quorum for the transaction of business.
 
          Section 6. Voting. (a) Unless otherwise provided in the certificate of
incorporation and subject to Delaware Law, each stockholder shall be entitled to
one vote for each outstanding share of capital stock of the Corporation held by
such stockholder. Unless otherwise provided in Delaware Law, the certificate of
incorporation or these bylaws, the affirmative vote of a majority of the shares
of capital stock of the Corporation present, in person or by proxy, at a meeting
of stockholders and entitled to vote on the subject matter shall be the act of
the stockholders.
 
          (b) Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to a corporate action in writing without a meeting
may authorize another person or persons to act for him or her by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.
 
          Section 7. No Action by Consent. Any action required or permitted to
be taken at any annual or special meeting of stockholders may be taken only upon
the vote of stockholders at an annual or special meeting duly noticed and called
in accordance with Delaware Law and may not be taken by written consent of
stockholders without a meeting.
 
          Section 8. Organization. At each meeting of stockholders, the Chairman
of the Board, if one shall have been elected, (or in his or her absence or if
one shall not have been elected, the President) shall act as chair of the
meeting. The Secretary (or in his or her absence or inability to act, the person
whom the chair of the meeting shall appoint secretary of the meeting) shall act
as secretary of the meeting and keep the minutes thereof.
 
          Section 9. Order of Business. The order of business and rules of
conduct at all meetings of stockholders shall be as determined by the chair of
the meeting.
 
          Section 10. Notice of Business. At any meeting of the stockholders,
only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) in the case
of an annual meeting of stockholders, by any stockholder of the
 
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Corporation who is a stockholder of record at the time of giving of the notice
provided for in this Section 11, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 11. For
business to be properly brought by a stockholder before an annual meeting of
stockholders, the stockholder must have given timely notice thereof in writing
to the secretary of the Corporation. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received no later than the close
of business on the 10th day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was given or made. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder and (d) any material interest of the stockholder in such business.
Notwithstanding anything in the bylaws to the contrary, no business shall be
conducted at a stockholder meeting except in accordance with the procedures set
forth in this Section 11, provided that CVS shall not be required to comply with
this Section 11 so long as it is a Principal Stockholder. The chair of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the
provisions of the bylaws, and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted. Notwithstanding the foregoing, provisions of this Section 11,
a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, and the rules and regulations thereunder with
respect to the matters set forth in this Section 11.
 
 
                                   ARTICLE III
 
                                    DIRECTORS
 
          Section 1. General Powers. Except as otherwise provided in Delaware
Law or the certificate of incorporation,
 
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the business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors.
 
          Section 2. Number, Classes, Term of Office, etc. Except as otherwise
provided in the certificate of incorporation, the number of directors which
shall constitute the whole Board shall be fixed from time to time by resolution
of the Board of Directors but shall not be less than three nor more than ten.
The directors shall be divided into three classes, designated Class I, Class II
and Class III. Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors. Except as otherwise provided in the certificate of incorporation,
each director shall serve for a term ending on the date of the third annual
meeting of stockholders next following the annual meeting at which such director
was elected. Notwithstanding the foregoing, each director shall hold office
until such director's successor shall have been duly elected and qualified or
until such director's earlier death, resignation or removal. Directors need not
be stockholders. The provisions of this Section 2 shall be subject, in each
case, to the rights of holders of one or more series of Preferred Stock of the
Corporation with respect to the election of directors set forth in Section 15 of
this Article III.
 
          Section 3. Quorum and Manner of Acting. Unless the certificate of
incorporation or these bylaws require a greater number, a majority of the total
number of directors (so long as such majority includes a director that is a CVS
Designee in the event that CVS is then a Principal Stockholder (as each such
capitalized term is defined in the certificate of incorporation)) shall
constitute a quorum for the transaction of business, and the affirmative vote of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. When a meeting is adjourned to
another time or place (whether or not a quorum is present), notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting, the
Board of Directors may transact any business which might have been transacted at
the original meeting. If a quorum shall not be present at any meeting of the
Board of Directors the directors present thereat may adjourn the meeting, from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
 
          Section 4. Time and Place of Meetings. The Board of Directors shall
hold its meetings at such place, either within or without the State of Delaware,
and at such time as
 
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may be determined from time to time by the Board of Directors (or the Chairman
in the absence of a determination by the Board of Directors).
 
          Section 5. Annual Meeting. The Board of Directors shall meet for the
purpose of electing officers and transacting other business, as soon as
practicable after each annual meeting of stockholders, on the same day and at
the same place where such annual meeting shall be held. Notice of such meeting
need not be given. In the event such annual meeting is not so held, the annual
meeting of the Board of Directors may be held at such place either within or
without the State of Delaware, on such date and at such time as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this
Article III or in a waiver of notice thereof signed by any director who chooses
to waive the requirement of notice.
 
          Section 6. Regular Meetings. After the place and time of regular
meetings of the Board of Directors shall have been determined and notice thereof
shall have been once given to each member of the Board of Directors, regular
meetings may be held without further notice being given.
 
          Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President and shall
be called by the Chairman of the Board, President or Secretary on the written
request of (i) three directors or (ii) so long as CVS is a Principal
Stockholder, of any director who is a designee of CVS. Notice of special
meetings of the Board of Directors shall be given to each director at least
three days before the date of the meeting in such manner as is determined by the
Board of Directors.
 
          Section 8. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or
 
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consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the bylaws of the Corporation; and unless the
resolution of the Board of Directors or the certificate of incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.
 
          Section 9. Action by Consent. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
 
          Section 10. Telephonic Meetings. Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
 
          Section 11. Resignation. Any director may resign at any time by giving
written notice to the Board of Directors or to the Secretary of the Corporation.
The resignation of any director shall take effect upon receipt of notice thereof
or at such later time as shall be specified in such notice; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
 
          Section 12. Vacancies. Unless otherwise provided in the certificate of
incorporation or the Stockholder Agreement dated as of _____, 1996 among CVS,
Nashua Hollis CVS, Inc. and the Corporation (the "Stockholder Agreement"),
vacancies on the Board of Directors resulting from death, resignation, removal
or otherwise and newly created directorships resulting from any increase in the
number of directors may be filled solely by a majority of the directors then in
office (although less than a quorum) or by the sole remaining director. Whenever
the holders of any class or
 
 
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classes of stock or series thereof are entitled to elect one or more directors
by the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected. Each director elected to fill a vacancy shall
hold office for a term that shall coincide with the term of the Class to which
such director shall have been elected. If there are no directors in office, then
an election of directors may be held in accordance with Delaware Law. Unless
otherwise provided in the certificate of incorporation, when one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
the power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and each director
so chosen shall hold office as provided in the filling of the other vacancies.
 
          Section 13. Removal. Except as provided in the certificate of
incorporation or the Stockholder Agreement, no director may be removed from
office by the stockholders except for cause with the affirmative vote of the
holders of not less than a majority of the total voting power of all outstanding
securities of the corporation then entitled to vote generally in the election of
directors, voting together as a single class.
 
          Section 14. Compensation. Unless otherwise restricted by the
certificate of incorporation or these bylaws, the Board of Directors shall have
authority to fix the compensation of directors, including fees and reimbursement
of expenses.
 
          Section 15. Preferred Directors. Notwithstanding anything else
contained herein, whenever the holders of one or more classes or series of
Preferred Stock shall have the right, voting separately as a class or series, to
elect directors, the election, term of office, filling of vacancies, removal and
other features of such directorships shall be governed by the terms of the
resolutions adopted by the Board of Directors pursuant to the certificate of
incorporation applicable thereto, and such directors so elected shall not be
subject to the provisions of Sections 2, 12 and 13 of this Article III unless
otherwise provided therein (but shall be subject to the rights of CVS relating
to the designation and election of directors as provided in the certificate of
incorporation and the Stockholder Agreement).
 
 
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                                   ARTICLE IV
 
                                    OFFICERS
 
          Section 1. Principal Officers. The principal officers of the
Corporation shall be a Chairman of the Board, a Chief Executive Officer, a
President, one or more Vice Presidents, a Treasurer and a Secretary who shall
have the duty, among other things, to record the proceedings of the meetings of
stockholders and directors in a book kept for that purpose. The Corporation may
also have such other principal officers, including one or more Controllers, as
the Board may in its discretion appoint. One person may hold the offices and
perform the duties of any two or more of said offices, except that no one person
shall hold the offices and perform the duties of President and Secretary.
 
          Section 2. Election and Term of Office. The principal officers of the
Corporation shall be elected annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his or her successor
is elected and qualified, or until his or her earlier death, resignation or
removal. Any vacancy in any office shall be filled in such manner as the Board
of Directors shall determine.
 
          Section 3. Subordinate Officers. In addition to the principal officers
enumerated in Section 1 of this Article IV, the Corporation may have one or more
Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such
other subordinate officers, agents and employees as the Board of Directors may
deem necessary, each of whom shall hold office for such period as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any principal officer the power to appoint and to remove any such subordinate
officers, agents or employees.
 
          Section 4. Removal. Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at any
time, by resolution adopted by the Board of Directors.
 
          Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors (or to a principal officer if the Board
of Directors has delegated to such principal officer the power to appoint and to
remove such officer). The resignation of any officer shall take effect upon
receipt of notice thereof or at such later time as shall be specified in such
notice; and unless otherwise specified therein, the acceptance of such
 
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resignation shall not be necessary to make it effective.
 
          Section 6. Powers and Duties. The officers of the Corporation shall
have such powers and perform such duties incident to each of their respective
offices and such other duties as may from time to time be conferred upon or
assigned to them by the Board of Directors.
 
 
                                    ARTICLE V
 
                               GENERAL PROVISIONS
 
          Section 1. Fixing the Record Date. (a) In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than 60 nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day preceding
the day on which notice is given, or, if notice is waived, at the close of
business on the day preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided
that the Board of Directors may fix a new record date for the adjourned meeting.
 
          (b) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
 
          Section 2. Dividends. Subject to limitations contained in Delaware Law
and the certificate of incorporation, the Board of Directors may declare and pay
dividends upon the shares of capital stock of the Corporation,
 
 
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which dividends may be paid in cash, in property or in shares of the capital
stock of the Corporation.
 
          Section 3. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.
 
          Section 4. Voting of Stock Owned by the Corporation. Unless otherwise
ordered by the Board of Directors, the Chairman of the Board may authorize any
person, on behalf of the Corporation, to attend, vote at and grant proxies to be
used at any meeting of stockholders of any corporation (except this Corporation)
in which the Corporation may hold stock.
 
          Section 5. Fiscal Year. The fiscal year of the Corporation shall
commence on January 1 and end on December 31 of each year.
 
          Section 6. Amendments. These bylaws or any of them, may be altered,
amended or repealed, or new bylaws may be made, by the Board of Directors.