LINENS 'N THINGS, INC.
 
                                 AUDIT COMMITTEE
 
                                     CHARTER
 
 
The Audit Committee is appointed by the Board of Directors of Linens 'n Things,
Inc. (the "Company") to assist the Board in the oversight of:
 
        o       the integrity of the financial statements of the Company as
                prepared by management and reviewed or audited by the external
                auditors
 
        o       the qualifications, independence and performance of the external
                auditor
 
        o       the internal audit function
 
        o       legal and regulatory compliance with respect to accounting,
                auditing, internal controls and financial reporting.
 
COMPOSITION AND MEETINGS
 
The Audit Committee shall consist of at least three (3) members of the Board of
Directors. The members of the Audit Committee shall meet the independence,
education and experience requirements of the New York Stock Exchange and
applicable federal law. At least one member of the Audit Committee will qualify
as an "audit committee financial expert" in accordance with applicable SEC
rules.
 
The members of the Audit Committee are appointed by the Board of Directors. One
of the members shall be appointed Audit Committee Chairperson. Audit Committee
members may be replaced by the Board.
 
MEETINGS
 
o       The Audit Committee shall hold meetings as it deems appropriate. Minutes
        of meetings will be prepared.
 
o       The Audit Committee will, periodically, meet separately with management,
        with the internal auditors, and with the external auditor.
 
AUTHORITY
 
o       The Audit Committee has authority to:
 
        o       Exclusively appoint, replace, and establish the compensation and
                other engagement terms of the external auditor, which shall be
                funded by the Company, and oversee the performance of the
                external auditor.
 
        o       Coordinate the resolution of any accounting or auditing issues
                or disputes between management and the external auditor.
 
        o       Pre-approve the terms of all audit and permissible non-audit
                services to be provided by the external auditor.
 
        o       Obtain advice and assistance from outside legal counsel,
                accountants or others as the Audit Committee deems necessary to
                carry out its duties.
 
 
 
 
        o       Meet with Company officers, the external auditor, legal counsel
                or others as necessary to carry out its duties.
 
        o       Conduct investigations as necessary.
 
o       The Company will fund all costs of the Audit Committee in carrying out
        its duties.
 
o       The Audit Committee may, when appropriate, delegate authority to one or
        more of its members or to one or more subcommittees.
 
RESPONSIBILITIES
 
The Audit Committee shall:
 
FINANCIAL STATEMENT AND DISCLOSURE MATTERS
------------------------------------------
 
        o       Discuss with management and with the external auditor the annual
                audited and quarterly unaudited financial statements, including
                management's discussion and analysis, and recommend to the Board
                whether the audited financial statements shall be included in
                the Company's Form 10-K.
 
        o       Discuss with management and the external auditor any significant
                changes in accounting principles, any significant issues as to
                internal controls, the Company's critical accounting estimates
                and policies, and the impact of any applicable alternative
                assumptions and significant estimates on the Company's annual
                financial statements.
 
        o       Discuss with the external auditor any audit problems or
                difficulties and management's responses.
 
        o       Generally discuss with management the types of information to be
                disclosed or presented in connection with (i) the Company's
                earnings press releases and (2) financial information and
                earnings guidance provided to analysts and rating agencies.
 
        o       Discuss with management the Company's major financial risk
                exposures, including interest rate risk and currency exchange
                risk, and discuss the Company's risk assessment and risk
                management guidelines and policies.
 
        o       Discuss with the external auditor the matters required to be
                discussed by Statement on Auditing Standards No. 61 relating to
                the conduct of the audit.
 
        o       Prepare all reports required to be prepared by the Audit
                Committee pursuant to applicable SEC or NYSE rules.
 
 
OVERSIGHT OF THE COMPANY'S RELATIONSHIP WITH THE EXTERNAL AUDITOR
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        o       Review the experience and qualifications of the senior members
                of the external auditor team.
 
        o       Assess the independence of the external auditor and all
                relationships between the Company and the external auditor.
 
        o       Meet with the external auditor to discuss the planning and
                staffing of the audit.
 
        o       Obtain from the external auditor, at least annually, and review,
                the external auditor's internal quality control report and
                information required to be provided to the Audit Committee.
 
        o       Establish with management hiring policies for employees or
                former employees of the external auditor, consistent with SEC
                and NYSE requirements.
 
 
 
        o       Review the performance of the external auditor.
 
        o       The external auditor shall report directly to the Audit
                Committee.
 
 
OVERSIGHT OF THE COMPANY'S INTERNAL AUDIT FUNCTION
--------------------------------------------------
 
        o       Review the functions and performance of the internal auditing
                personnel.
 
        o       Review any significant reports to management prepared by the
                internal audit personnel and management's responses.
 
        o       Review management's compliance with and the results of the
                reports and assessments of internal controls required by SEC
                rules concerning adequacy of internal controls.
 
 
COMPLIANCE OVERSIGHT RESPONSIBILITIES
-------------------------------------
 
        o       Review with management compliance with applicable legal and
                regulatory requirements as it affects accounting, auditing,
                internal controls or financial reporting.
 
        o       Discuss with management and the external auditor any
                correspondence with regulators or governmental agencies brought
                to its attention which raise issues regarding the Company's
                financial statements or accounting policies.
 
        o       Review and, if appropriate, approve any material transactions
                between the Company and related parties.
 
 
PROCEDURES FOR EMPLOYEE AND OTHER THIRD PARTY COMPLAINTS AND INQUIRIES
----------------------------------------------------------------------
 
        o       Establish procedures for:
 
                -       the receipt, retention and treatment of any complaints
                        received by the Company concerning accounting, internal
                        controls, or auditing matters; and
 
                -       the submission by any Company employee of any claims or
                        concerns regarding questionable accounting or auditing
                        matters.
 
        o       Coordinate with Company personnel to ensure any claims or other
                material communications concerning accounting, internal controls
                or auditing matters are brought to the attention of the
                Chairperson of the Audit Committee and, if appropriate, the full
                Audit Committee.
 
 
OTHER
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        o       Provide regular reports to the Board.
 
        o       Review and reassess the adequacy of this charter annually and
                recommend any proposed changes to the Board for approval.
 
        o       Review annually the Audit Committee's own performance.