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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Filed by the Registrant |X| 
Filed by a Party other than the Registrant |_|
Check the appropriate box: 
|_| Preliminary Proxy Statement 
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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)




                            [Designs, Inc. Logo]



                                                December 29, 1998



DEAR FELLOW STOCKHOLDER:

      You may recently have received consent solicitation material from a
dissident stockholder called Jewelcor Management, Inc., a corporation
controlled by a Florida investor named Seymour H. Holtzman. Mr. Holtzman is
seeking your consent to remove, without cause, five of the six members of
your Board of Directors and to replace them with his own nominees.

      We are writing you today to provide some information which we believe
will be important to you. Your Board has formed a special committee of
independent outside directors and retained the investment banking firm of
Shields & Company, Inc. for the purpose of evaluating and recommending
alternatives for maximizing stockholder value in the near term, including a
possible sale of the Company. Among other things, representatives of
Shields & Company, Inc. are in contact with parties who have already
expressed an interest in the Company, and they have targeted and will be
contacting others who they believe to be potentially interested in
acquiring the Company.

      DON'T LET JEWELCOR DEPRIVE YOU OF THE VALUE OF YOUR INVESTMENT.

      The Special Committee has considered the Holtzman Group's proposals
and believes that your Board and current management are in the best
position to increase stockholder value for the following reasons:

      -     Changing your Board will lead to disruption in the operations
            of the Company -- at a time when your Board needs to lessen
            disruption to preserve stockholder value.

      -     A change in control of your Board, as contemplated by Mr.
            Holtzman, would be an event of default and cause the Company's
            $10 million outstanding revolving credit with BankBoston Retail
            Finance, Inc. to become due and payable at BankBoston's option.
            In the past, Jewelcor, Inc., a company run by Holtzman, filed
            for bankruptcy, and The First National Bank of Boston, an
            affiliate of BankBoston Retail Finance, was owed about $100
            million by Jewelcor at the time of the bankruptcy.

      -     In light of BankBoston's past experience with Jewelcor, Inc.,
            we believe that if the Holtzman Group obtains control of your
            Board, BankBoston would seek to accelerate payment of the
            Company's loan, which would have an adverse effect on the
            Company's working capital.

      -     Levi Strauss & Co. is a very significant relationship, but
            continuation of that relationship is not guaranteed if there
            were a transfer of control of the Company. Your Board believes
            that the Levi Strauss & Co. relationship will be very important
            to any purchaser of the Company and that it is in the best
            position to manage that relationship.

      -     The Holtzman Group expects Stanley Berger to preserve the Levi
            Strauss & Co. relationship. It has been years, in our view,
            since Mr. Berger has played any meaningful role in the
            Company's relationship with Levi Strauss & Co.

      You can reject Jewelcor and its efforts to take control of your
Company. Simply be sure not to sign Jewelcor's WHITE consent card. If you
have already signed a WHITE consent card, you can easily revoke that
consent by signing, dating and mailing the enclosed BLUE consent revocation
card immediately.

      You can act today to protect your investment in the Company. Whether
or not you have previously signed Jewelcor's WHITE consent card, please
sign and date the enclosed BLUE Consent Revocation Card and return it in
the enclosed postage-paid envelope. The Holtzmans are trying to stampede
you and your fellow stockholders into acting immediately, so it is
important that you send in the BLUE Consent Revocation Card today!




      Thank you for your continued trust and support,


                                    Sincerely,


                                    /s/ James G. Groninger
                                    ---------------------------------
                                    James G. Groninger
                                    Chairman of the Special Committee


         IF YOU HAVE ANY QUESTIONS ABOUT GIVING YOUR REVOCATION 
         OF CONSENT OR REQUIRE ANY ASSISTANCE,
                         PLEASE CALL:

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