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 (Date of earliest event reported) December 10, 1998 
                                       
  
  
                                DESIGNS, INC. 
           (Exact name of registrant as specified in its charter) 
  
  
   Delaware                     0-15898                    04-2623104    
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 (State or other               (Commission               (IRS Employer 
 jurisdiction of               File Number)             Identification No.) 
 incorporation)            
  
  
 66 B Street 
 Needham, Massachusetts                                      02194      
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 (Address of principal executive offices)                  (Zip Code) 
  
  
                              (781) 444-7222  
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            (Registrant's telephone number, including area code) 
  
  
                               Not Applicable     
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       (Former name or former address, if changed since last report) 
  
  
  
 ITEM 5.  OTHER EVENTS. 
  
           On December 10, 1998, the Board of Directors of Designs, Inc., a
 Delaware corporation (the "Company"), approved the formation of a committee
 of independent outside directors to consider the Company's strategic
 alternatives, including a possible sale of the Company, with a view towards
 maximizing stockholder value in the near term.  The Board of Directors of
 the Company also determined to oppose the consent solicitation initiated by
 Jewelcor Management, Inc., a Nevada corporation, and its controlling
 shareholder, Seymour Holtzman, for the purpose of removing and replacing
 the members of the Company's Board of Directors other than Chairman Stanley
 I. Berger.  A copy of the press release issued by the Company on December
 11, 1998 is attached hereto as Exhibit 99.1. 

           Also on December 10, 1998, the Board of Directors of the Company
 approved certain amendments to the By-laws of the Company.  The amendments
 to the By-laws are attached hereto as Exhibit 99.2 and are incorporated
 herein by reference in its entirety. 

 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 
  
      The following exhibits are filed with this Current Report on Form 8-K: 
  
  
 Exhibit 
 Number              Description 
 -------             -----------
  
   99.1         Press Release of Designs, Inc., dated December 11, 1998. 
  
   99.2         Text of amendments to the By-laws of Designs, Inc.

  
  
                                 SIGNATURE 
  
  
           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 hereunder duly authorized. 
  
 Dated:  December 11, 1998 
  
  
                                    DESIGNS, INC. 
  
   
                                    By: /s/ Carolyn R. Faulkner   
                                       -----------------------------------
                                    Name:  Carolyn R. Faulkner 
                                    Title: Vice President, Chief Financial  
                                           Officer and Treasurer 
  

  
                               EXHIBIT INDEX 
  
  
 Exhibit 
 Number         Description 
 -------        -----------
  
   99.1         Press Release of Designs, Inc., dated December 11, 1998. 
  
   99.2         Text of amendments to the By-laws of Designs, Inc. 

EX-99

                                                               Exhibit 99.1 
  
  
 FOR IMMEDIATE RELEASE 
  
  
 For Information, Contact: 
  
                   Carolyn R. Faulkner, Vice President,  
                   Chief Financial Officer and Treasurer 
                   Designs, Inc. 
                   (781) 444-7222 
  
                   Shareholder Information Line 
                   1-888-DESI-333 
  
  
 (Needham, MA, December 11, 1998) -- Designs, Inc. (NASDAQ: DESI), operator
 of outlet and specialty retail apparel stores, today announced its Board of
 Directors has formed a committee of independent outside directors to
 consider the Company's strategic alternatives, including a possible sale of
 the Company, with a view towards maximizing stockholder value in the near
 term.  The Company has retained Shields & Company, Inc. in this regard. 
  
 The Company said that although it believes its current operating strategy
 is sound, the difficult operating environment coupled with the anticipated
 time frame for realizing the benefits of its operating strategy are such
 that the Board has determined that seeking to maximize value in the near
 term is in the best interest of stockholders. 
  
 The Company also announced that its Board has determined to oppose the
 consent solicitation initiated by Jewelcor Management, Inc. and its
 controlling shareholder, Seymour Holtzman.  The Company said that a change
 in the composition of the Board at this time is not in the best interests
 of stockholders because it would interfere with the Company's consideration
 of strategic alternatives and the implementation of any such alternatives
 and could adversely affect the Company's relationship with Levi Strauss &
 Co.  The Company also said that the operating strategy articulated by Mr.
 Holtzman in his preliminary consent solicitation materials substantially
 mirrors the Company's existing strategy, which has already been in place
 for some time and which the Company has already made substantial progress
 towards implementing. 
  
 The discussion of forward-looking information requires management of the
 Company to make certain estimates and assumptions regarding the strategic
 direction and its effect on the Company's financial results.  Actual
 results and strategic direction may differ from current estimates and
 assumptions.  For more information, refer to the Company's prior SEC
 filings for a discussion of factors that affect the Company's forward-
 looking statements. 
  
 Designs, Inc. operates 130 stores in five retail formats.  These stores are
 located in enclosed regional shopping malls, urban locations and outlet
 parks throughout the eastern United States. 
  
                            *   *   *   *   * 
  
 Designs, Inc. ("Designs") and certain other persons named below may be
 deemed to be participants in the solicitation of consents (the
 "Solicitation") in opposition to the consent solicitation by Seymour H.
 Holtzman and certain companies controlled by him for the purpose of, among
 other things, removing the current members of the Board of Directors of

 Designs and electing a new slate of directors.  The participants in the
 Solicitation may include the following directors of Designs:  Stanley I.
 Berger, Joel H. Reichman, James G. Groninger, Bernard M. Manuel, Melvin I.
 Shapiro and Peter L. Thigpen; the following executive officers of Designs: 
 Joel H. Reichman, Scott N. Semel and Carolyn R. Faulkner; and the following
 officer of Designs:  Anthony E. Hubbard, the Company's Vice President and
 Deputy General Counsel (collectively, the "Designs Participants").  As of
 the date of this communication, Stanley I. Berger, Joel H. Reichman, Scott
 N. Semel, Carolyn R. Faulkner, James G. Groninger, Melvin I. Shapiro,
 Bernard M. Manuel, Peter L. Thigpen and Anthony E. Hubbard beneficially
 owned 1,198,403, 349,121, 267,203, 55,333, 50,901, 63,003, 29,601 and 9,900
 shares of Designs common stock, respectively (including shares subject to
 stock options exercisable within 60 days).
  
 Designs has retained Shields & Company, Inc. (the "Financial Advisor") to
 act as its financial advisor in connection with the Solicitation for which
 it may receive substantial fees, as well as reimbursement of reasonable
 out-of-pocket expenses.  In addition, Designs has agreed to indemnify the
 Financial Advisor and certain persons related to it against certain
 liabilities arising out of their engagement.  The Financial Advisor is an
 investment banking and advisory firm that provides a range of financial
 services for institutional and individual clients.  The Financial Advisor
 does not admit that it or any of its directors, officers or employees is a
 "participant" as defined in Schedule 14A promulgated under the Securities
 Exchange Act of 1934, as amended, in the Solicitation, or that Schedule 14A
 requires the disclosure of certain information concerning the Financial
 Advisor.  In connection with the Financial Advisor's role as financial
 advisor to Designs, the Financial Advisor and the following investment
 banking employees of the Financial Advisor may communicate in person, by
 telephone or otherwise with a limited number of institutions, brokers or
 other persons who are stockholders of Designs:  Thomas J. Shields and
 Jeffrey C. Bloomberg.  None of the Financial Advisor, Thomas J. Shields or
 Jeffrey C. Bloomberg beneficially own any of Designs' outstanding equity
 securities. 

EX-99

                                                               Exhibit 99.2 

  
                     BY-LAW AMENDMENTS ADOPTED 12/10/98 
  
      1.   The By-laws hereby are amended by adding a new Section 3.15
 thereto as follows: 
  
           3.15  Inspection of Stockholder Consents.  In the event of the
      delivery to the Corporation of the requisite written stockholder
      consents to take corporate action and/or any related revocation or
      revocations, the Corporation shall engage nationally recognized
      independent inspectors of elections for the purpose of promptly
      performing a ministerial review of the validity of such consents and
      revocations.  For the purpose of permitting the inspectors to perform
      such review, no action by written consent without a meeting shall be
      effective until such date as the independent inspectors certify to the
      Corporation that the consents delivered to the Corporation constitute
      at least the minimum number of votes that would be necessary to take
      the corporate action.  Nothing contained in this paragraph shall in
      any way be construed to suggest or imply that the Board of Directors
      or any stockholder shall not be entitled to contest the validity of
      any consent or revocation thereof, whether before or after such
      certification by the independent inspectors, or to take any other
      action (including, without limitation, the commencement, prosecution
      or defense of any litigation with respect thereto, and the seeking of
      injunctive relief in such litigation).   
  
      2.  Section 4.8 of the By-laws is hereby deleted in its entirety and
 replaced with the following: 

           4.8  Notice.  It shall be reasonable and sufficient notice to a
      director to send notice by mail at least forty-eight hours or by
      telegram at least twenty-four hours before the meeting, addressed to
      him at his usual or last known business or residence address or to
      give notice to him in person or by telephone at least twelve hours
      before the meeting.  Notice of a meeting need not be given to any
      director if a written waiver of notice, executed by him before or
      after the meeting, is filed with the records of the meeting, or to any
      director who attends the meeting without protesting prior thereto or
      at its commencement the lack of notice to him.  Neither notice of a
      meeting nor a waiver of notice need specify the purposes of the
      meeting.