SC TO-I/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   SCHEDULE TO

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 3)
                            ------------------------

                                  DESIGNS, INC.
                       (Name of Subject Company (Issuer))
                            ------------------------

                         DESIGNS, INC. (Offeror/Issuer)
(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

                     Common Stock, Par Value $0.01 Per Share
                         (Title of Class of Securities)

                                    25057L10
                      (CUSIP Number of Class of Securities)

                                Dennis Hernreich
                                c/o Designs, Inc.
                                   66 B Street
                          Needham, Massachusetts 02494
                                 (781) 444-7222
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                 and Communications on Behalf of Filing Persons)

                            ------------------------

                                    Copy to:

                              Peter G. Smith, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
                            ------------------------



|_|  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

|_|          third-party tender offer subject to Rule 14d-1.
|X|          issuer tender offer subject to Rule 13e-4.
|_|          going-private transaction subject to Rule 13e-3.
|_|          amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|

                            ------------------------



           This Amendment No. 3 to Schedule TO amends and supplements the Tender
Offer Statement on Schedule TO, as previously amended, originally filed by
Designs, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "SEC") on November 15, 2000.

Item 12.  Exhibits.


Item 12 is amended by adding the following exhibit:


99.1      Press Release of Designs, Inc. dated December 26, 2000



           After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  December 26, 2000

                                          DESIGNS, INC.


                                          By: /s/ DENNIS HERNREICH
                                             ---------------------------------
                                             Name:  Dennis Hernreich
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

EX-99.1

                              FOR IMMEDIATE RELEASE

For Information, Contact:
                                Seymour Holtzman, Chairman of the Board
                                Jeff Unger, Investor Relations
                                Designs, Inc.
                                (781) 444-7222

                                RJ Falkner & Company, Inc.
                                Investor Relations Counsel
                                (800) 377-9893
                                info@rjfalkner.com


          DESIGNS, INC. ANNOUNCES RESULTS OF DUTCH AUCTION TENDER OFFER

(Needham, MA, December 26, 2000) -- Designs, Inc. (NASDAQ/NMS: "DESI"), operator
of Levi's(R) and Dockers(R) Outlet By Designs stores, today announced the
results of its "Dutch Auction" tender offer, which expired at 5:00pm EST on
December 22, 2000. The "Dutch Auction" tender offer commenced on November 15,
2000, as supplemented on December 18, 2000 and was for up to 1.5 million shares
of the Company's Common Stock, while reserving the option to purchase up to an
additional 1 million shares, at a price between $2.50 and $3.00 per share.

           Based on preliminary count by the depositary for the tender offer,
1,740,000 shares of common stock (including 47,881 shares tendered through
guaranteed delivery procedures) were properly tendered at $2.50 per share, and
not withdrawn.

           This tender is in excess of the 1,500,000 shares the Company had
offered to purchase. Under applicable SEC regulations, up to an additional
315,639 shares, or 2% of the outstanding shares, may be purchased without
further amending or extending the offer, as set forth in the offer to purchase.
The Company has determined to exercise its right to purchase an additional
240,000 shares in the offer, which is within 2% of the outstanding shares.

           The final determination of the actual number of shares to be
purchased are subject to final confirmation, the proper delivery of all shares
tendered and not properly withdrawn (including shares tendered pursuant to
guaranteed delivery procedures), and will be announced following completion of
the confirmation process.

           Designs will promptly pay after final confirmation for those shares
validly tendered, accepted and properly delivered promptly. Designs currently
has approximately 15.8 million shares issued and outstanding. The Company
expects to have approximately 14.1 million shares outstanding immediately
following payment for the tendered shares. D.F. King & Co., Inc. acted as
Information Agent in the tender offer.

           The discussion of forward-looking information requires management of
the Company to make certain estimates and assumptions regarding the Company's
strategic direction and the effect of such plans on the Company's financial
results. The Company's actual results and the implementation of its plans and
operations may differ materially from forward-looking statements made by the
Company. The Company encourages readers of forwarding-looking information
concerning the Company to refer to its prior filings with the Securities and
Exchange Commission that set forth certain risks and uncertainties that may have
an impact on future results and direction of the Company.

           Designs, Inc. operates 108 Levi's(R)Outlet by Designs and
Dockers(R)Outlet by Designs stores. These stores are located in outlet parks and
malls throughout the eastern United States and Puerto Rico.