8-K

                  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:

                           October 9, 1997


                            DESIGNS, INC.
                            -------------
        (Exact Name of registrant as specified in its charter)


          Delaware              0-15898           04-2623104
          --------              -------           ----------
(State or other jurisdiction  (Commission        (IRS Employer
    of incorporation)          File Number)    Identification No.)


  66 B Street, Needham, Massachusetts                  02194
  -----------------------------------                  -----
(Address of principal executive offices)             (Zip Code)


                            (781) 444-7222
                            --------------
         (Registrant's telephone number, including area code)


Item 5.   Other Events

     On October 6, 1997, the Board of Directors of Designs, Inc. (the
"Company") approved an amendment (the "First Amendment") to the
Company's Shareholder Rights Agreement dated May 1, 1995 (the "1995
Agreement").  The 1995 Agreement, as amended by the First Amendment,
is hereinafter referred to as the "Rights Agreement."  The following
description of the terms of the First Amendment and the Rights
Agreement does not purport to be complete and is qualified in it
entirety by reference to the First Amendment (which accompanies this
Current Report as an exhibit hereto) and the 1995 Agreement (which was
previously filed with the Securities and Exchange Commission on May
19, 1995 as Exhibit 4.1 to the Company's Current Report on Form 8-K dated 
as of May 1, 1995).

     The purpose of the First Amendment is to amend the definition of
an "Acquiring Person."  The definition of such term now allows a
person who is and continues to be permitted to file a Schedule 13G, in
lieu of Schedule 13D, pursuant to the Securities Exchange Act of 1934,



as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder, to be the beneficial owner of less than 20% of
the shares of the Company's Common Stock, $0.01 par value ("Common
Stock"), then outstanding without becoming an "Acquiring Person."
A person who is so permitted to file a Schedule 13G, in lieu of a
Schedule 13D, is hereinafter referred to as a "Schedule 13G Filer."

     Pursuant to the terms of the Rights Agreement, the Company
distributed one Preferred Stock Purchase Right (a "Right") for each
outstanding share of Common Stock to stockholders of record as of the
close of business on May 15, 1995 (the "Record Date").  Each Right
entitles the registered holder to purchase from the Company a unit
consisting of on one-thousandth of a share (a "Unit") of Series A
Junior Participating Cumulative Preferred Stock, par value $0.01 per
share, at a cash exercise price of $56.00 per Unit, subject to
adjustment.

     The Company previously disclosed that the Rights, initially, are
not exercisable and are attached to all shares of Common Stock
outstanding as of, and issued subsequent to, the Record Date.  The
Rights will separate from shares of Common Stock and will become
exercisable upon the earliest of:  (i) the close of business on the
tenth business day following the first public announcement that a
person or group of affiliated or associated persons has acquired
beneficial ownership of 15% (or, in the case of a person who is a
Schedule 13G Filer, 20%) or more of the outstanding shares of Common
Stock, (ii) the close of business on the tenth business day (or such
other business day as the Board of Directors may determine) following
the commencement of a tender offer or exchange offer that would result
upon its consummation in a person or group becoming the beneficial
owner of 15% or more of the outstanding shares of Common Stock, or
(iii) the determination by the Board of Directors that any person is
an "Adverse Person" (as defined in the Rights Agreement).

Item 7.   Financial Statements, Pro Forma Financial Information
          and Exhibits

     Exhibit 4.1    First Amendment, dated as of October 6, 1997,
                    to Shareholder Rights Agreement dated as of May 1,
                    1995, between Designs, Inc. and BankBoston, N.A.,
                    as Rights Agent, successor to The First National
                    Bank of Boston, N.A.




                              SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                   DESIGNS, INC.



Date:  October 9, 1997             By: /s/ Joel H. Reichman
                                       ____________________________
                                       Joel H. Reichman, President
                                        and Chief Executive Officer

EX-4.1

                FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
                -----------------------------------------------


     This First Amendment (this "Amendment") is made as of October 6, 1997 to
the Shareholder Rights Agreement, dated as of May 1, 1995 (the "Rights
Agreement"), between Designs, Inc., a Delaware corporation (the "Company"),
and BankBoston, a national banking association organized under the laws of 
the United States (the "Rights Agent"), successor to The First National Bank
of Boston, N.A.

                                   WITNESSETH
                                   ----------

     WHEREAS, in accordance with the terms of the Rights Agreement, the Company
deems it desirable to make certain amendments to the Rights Agreement; and 

     WHEREAS, Section 27 of the Rights Agreement provides that, prior to the
Distribution Date, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Rights Agreement as the
Company may deem necessary or desirable without the approval of any holders of
certificates representing shares of Common Stock; and

     WHEREAS, the Company desires to amend certain provisions of the Rights
Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree that the Rights Agreement is hereby
amended as follows:

     Section 1.     Subsection (a) of Section 1 of the Rights Agreement is
amended by deleting such subsection in its entirety and substituting therefor
the following:

  "      (a)  "Acquiring Person" shall mean any Person (as hereinafter
defined) who or which, together with all Affiliates (as such term is 
hereinafter defined) and Associates (as such term is hereinafter defined) of
such Person, shall be the Beneficial Owner (as such term is hereinafter 
defined) of 15% or more of the shares of Common Stock then outstanding, but
shall not include (i) the Company, (ii) any Subsidiary (as such term is
hereinafter defined) of the Company, (iii) any employee benefit plan or 
compensation arrangement of the Company or any Subsidiary of the Company or
(iv) any Person holding shares of Common Stock organized, appointed or 
established by the Company or any Subsidiary of the Company for or pursuant
to the terms of any such employee benefit plan or compensation arrangement
(the Persons described in clauses (i) through (iv) above are referred to
herein as "Exempt Persons").



     Notwithstanding the foregoing:

               (A)  a Person shall not be an "Acquiring Person" if (x) such
          Person, together with all Affiliates and Associates of such Person,
          shall not be the Beneficial Owner of 20% or more of the shares of
          Common Stock then outstanding and (y) such Person is and continues
          to be permitted to file a Schedule 13G, in lieu of a Schedule 13D,
          pursuant to the Exchange Act (as defined) and the rules and
          regulations promulgated thereunder (a Person who is so permitted
          being herein referred to as a "Schedule 13G Filer");

               (B)  no Person shall become an "Acquiring Person" as the result
          of an acquisition of Common Stock by the Company which, by reducing
          the number of shares outstanding, increases the proportionate number
          of shares beneficially owned by such Person to 15% or more (or, in
          the case of such a Person who is a Schedule 13G Filer, to 20% or
          more) of the shares of Common Stock then outstanding; provided,
          however that, if a Person shall become the Beneficial Owner of 15%
          or more (or, in the case of a Person who is a Schedule 13G Filer,
          20% or more) of the shares of Common Stock of the Company then
          outstanding by reason of share purchases by the Company and shall,
          after such share purchases by the Company, become the Beneficial
          Owner of any additional shares (other than pursuant to a stock split,
          stock dividend or similar transaction) of Common Stock of the Company
          and immediately thereafter be the Beneficial Owner of 15% or more
          (or, in the case of a Person who is a Schedule 13G Filer, 20% or
          more) of the shares of Common Stock then outstanding, then such
          Person shall be deemed to be an "Acquiring Person;" and

               (C)  a Person shall not be an "Acquiring Person" if the Board
          of Directors of the Company determines that a Person who would
          otherwise be an "Acquiring Person," as defined pursuant to the
          foregoing provisions of this Section l(a), has become such
          inadvertently, and such Person divests as promptly as practicable a
          sufficient number of shares of Common Stock so that such Person would
          no longer be an "Acquiring Person," as defined pursuant to the
          foregoing provisions of this Section l(a).        "

     Section 2.     As amended hereby, the Rights Agreement shall continue in
full force and effect in accordance with its terms.

                                     - 2 -



     Section 3.     All capitalized terms used but not defined in this
Amendment shall have the respective meanings ascribed to such terms in the
Rights Agreement.  This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.  This
Amendment may be executed in one or more counterparts all of which shall be
considered one and the same Amendment and each of which shall be deemed to be
an original.

ATTEST:                                 DESIGNS, INC.



By: /s/ Anthony E. Hubbard              By: /s/ Joel H. Reichman
    ------------------------                ----------------------------
    Anthony E. Hubbard                      Name:  Joel H. Reichman
    An Assistant Secretary                  Title: President and Chief
                                                   Executive Officer


ATTEST:                                 BANKBOSTON, N.A.,
                                        as Rights Agent



By: /s/ Terrance J. Dugan               By: /s/ Margaret M. Prentice
    ------------------------                ----------------------------
    Terrance J. Dugan                       Name:  Margaret M. Prentice
    An Account Manager                      Title: Director, Client
                                                   Services


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