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                                SCHEDULE 14A 
                               (Rule 14a-101) 
                  Information Required In Proxy Statement 
                          Schedule 14A Information 
 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
 of 1934
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                               DESIGNS, INC. 
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              (Name of Registrant as Specified In Its Charter) 
  

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  (Name of Person(s) Filing Proxy Statement if other than the Registrant) 






 TALKING POINTS FOR SHAREHOLDER SOLICITATION: 
  
 (1)  As you know, we filed our consent revocation statement on Friday,
      December 11. 
  
 (2)  This statement is the Board of Director's response to Jewelcor's
      consent solicitation filed last week. 
  
 (3)  In addition, the Board of Directors hired Shields & Company to advise
      the Special Committee and the Board of Directors with respect to
      strategic alternatives, including the possible sale of the Company,
      which will maximize shareholder value in the short term. 
  
 (4)  Shields & Company, Inc. is a Boston-based investment banking firm
      founded in 1991 to assist public and private companies with
      independent, professional financial advice in corporate finance
      matters.  The firm has steadily grown and its range of services has
      expanded and been applied to numerous companies in the New England
      area.  Shields and Company has maintained a working relationship with
      Designs, Inc. since 1993. 
  
      THOMAS J. SHIELDS, MANAGING DIRECTOR 
      AB HARVARD COLLEGE 
      MBA HARVARD BUSINESS SCHOOL 
  
      Prior to co-founding Shields & Company, Inc. in 1991, Mr. Shields was
      a Managing Director of Bear Stearns & Co.  As manager of its Boston
      Corporate Finance Department, he directed the firm's corporate finance
      services to both public and private companies.  Mr. Shields has
      extensive experience in all areas of corporate finance, mergers and
      acquisitions, valuations, capital raising for private and public
      companies, and financial advisory services.  Mr. Shields serves on the
      Board of Directors of eleven public and private companies including
      BJ's Wholesale, Versar Inc., Seaboard Corporation and Leejay Bed &
      Bath.  He is a past president of the Harvard Business School
      Association of Boston, and former chairman of the Newton-Wellesley
      Hospital. 
  
      JEFFREY C. BLOOMBERG, MANAGING DIRECTOR 
      AB DARTMOUTH COLLEGE 
      MBA HARVARD BUSINESS SCHOOL 
  
      Prior to joining Shields & Company, Inc., Mr. Bloomberg was a Senior
      Managing Director in the Corporate Finance Department of Bear Stearns
      & Co., specializing in (I) retailing and consumer goods companies, as
      co-head of the firm's merchandising group, and (ii) mergers and
      acquisitions.  In addition, Mr. Bloomberg was vice chairman of the
      firm's valuation committee, which reviewed all fairness opinions
      issued by the firm.
  
 (5)  I am calling to encourage you not to execute a consent for Jewelcor
      for the following reasons: 
  
      -    There is currently a process in place with excellent investment
           bankers to maximize shareholder value possibly through the sale
           of the business. 
  
      -    The process is being managed by an independent committee of the
           Board of Directors led by Jim Groninger.  Jim is a former
           managing director of Paine Webber's Boston office, he took the
           Company public in 1986 and he has extensive insight into the
           Company's business strategy and relationship with Levi Strauss &
           Co. 
  
      -    Pete Thigpen is the former president of the Levi's brand and has
           maintained excellent relationships with the people at Levi
           Strauss & Co. 
  
      -    Bernard Manuel is the CEO of Cygne Design and has significant
           experience in both the retail and manufacturing arenas.  He has a
           broad base of contact both domestic and abroad. 
  
 (6)  Obviously, because our existing operating strategy is focused largely
      on the success of the Levi's and Dockers Outlets, the Trademark
      License Agreement with Levi Strauss & Co. is critical to the future
      viability of the Company.  Having Pete Thigpen on the Committee
      together with the experience the Company and senior management has had
      with Levi Strauss & Co. will increase the likelihood of a successful
      transfer of the license agreement.  Levi's has the right in a change
      of control to terminate the license agreement.  They have to support
      the transaction in order for a successful sale of the business to
      occur. 
  
 (7)  Jewelcor's proposal mirrors our existing strategy which consists of
      the following initiatives: 
  
      -    Focus predominantly on the Levi's and Dockers Outlets. 
      -    Closure of unprofitable stores where economically feasible taking
           into consideration the current performance of the stores and the
           contingent lease liabilities. 
      -    Consistent reduction of overhead levels to support a largely
           outlet-based operation.  Essentially we have been "right-sizing"
           the business over the past two years to support our shift in
           strategy. 
      -    Abandoning the BTC private label strategy   we did this in fiscal
           1997. 
  
 (8)  Our primary focus at this time is to maximize sales during this
      critical Christmas season   any disruption of the management of the
      Company and interference with our existing operating strategy would
      have an adverse impact on the business. 
  
 (9)  We are filing our 10Q with the Securities and Exchange Commission
      today.  This document gives a detailed accounting of the performance
      of our various business segments and should provide you with
      substantial insight into the progress we have made and continue to
      make in executing our business strategies. 
  
 (10) In Conclusion, I would like to ask you to let the process unfold.  The
      Board of Directors has established a very short time table for the
      Special Committee and the Company's financial advisors explore the
      various strategic alternatives available to the Company.  There are a
      number of candidates available who might be willing to purchase the
      Company and we believe the existing team is best suited to accomplish
      this initiative.




      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 5 of the 6 current members of the Board of Directors
 of Designs and electing five new directors.  The participants in this
 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,
 57,326, 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.