SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A
                   Amendment to Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


Quarter Ended July 29, 2000                 Commission File Number   0-15898



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



      Delaware                                           04-2623104
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)


         66 B Street, Needham, MA                              02494
(Address of principal executive offices)                      (Zip Code)



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




Indicate by "X" whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes      X           No


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


                  Class                       Outstanding as of July 29, 2000
                  -----                       -------------------------------

                  Common                             16,336,555



                                 AMENDMENT NO 1

The undersigned registrant hereby amends its Quarterly Report on Form 10-Q
for the quarter ended July 29, 2000 by adding under Item 2 thereof the following
information, which was also previously disclosed in Note 7 to the Consolidated
Financial Statements included in Item 1.

ITEM 2.  Changes in Securities and Use of Proceeds

        (c). As of June 26, 2000, the Company issued 150,000 shares of Common
Stock to David A. Levin, its President and Chief Executive Officer, in a private
transaction exempt from registration under the Securities Act of 1933 pursuant
to Section 4(2) thereof.  In order to finance the purchase, the Company extended
a loan to Mr. Levin for the aggregate purchase price of $196,875 and Mr. Levin
delivered to the Company a secured promissory note for such amount, payable,
with interest, on June 26, 2003 and secured by the Common Stock so purchased.








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 thereunto duly authorized.



                                                DESIGNS, INC.



September 18, 2000                          By: /S/ DAVID A. LEVIN
                                            _______________________________
                                            David A. Levin, President,
                                            Chief Executive Officer and
                                            Director