8-A12G/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 8-A/A-3

                    AMENDMENT TO REGISTRATION STATEMENT
             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


                               DESIGNS, INC.
             (Exact Name of Registrant as Specified in Charter)


      Delaware                       0-15898              04-2623104
 (State or Other Jurisdiction       (Commission         (IRS Employer
      of Incorporation)             File Number)         Identification No.)


   66 B Street, Needham, Massachusetts                          02494
 (Address of Principal Executive Offices)                     (Zip Code)


 Securities to be registered pursuant to Section 12(b) of the Act:

                                         Name of Each Exchange
           Title of Each Class           On Which Each Class is
           To Be So Registered           To Be Registered
           -------------------           -----------------------

                None                     None


 If this form relates to the registration of a class of securities pursuant
 to Section 12(b) of the Exchange Act and is effective pursuant to General
 Instruction A.(c), check the following box  [  ]

 If this form relates to the registration of a class of securities pursuant
 to Section 12(g) of the Exchange Act and is effective pursuant to General
 Instruction A.(d), check the following box [X]

 Securities Act registration statement file number to which this form
 relates (if applicable):

 Securities to be registered pursuant to Section 12(g) of the Act:

                     Preferred Stock Purchase Rights
                          (Title of Class)



                              AMENDMENT NO. 3

 INFORMATION REQUIRED IN REGISTRATION STATEMENT

      The undersigned registrant hereby amends its Registration Statement on
 Form 8-A dated as of May 1, 1995 and amended by Form 8-A/A dated as of
 October 9, 1997 and Form 8-A/A dated as of May 25, 1999, as follows:

 ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

      On July 7, 1999, Designs, Inc. (the "Company") amended (the "Third
 Amendment") the Company's Shareholder Rights Agreement dated as of May 1,
 1995 and amended by a First Amendment dated as of October 6, 1997 and a
 Second Amendment dated as of May 19, 1999 (the "Rights Agreement").
 Hereinafter, "Rights Agreement" shall include both the Third Amendment and
 the Rights Agreement.

      The Third Amendment amends the definition of "Acquiring Person" in
 connection with the proposal (the "Proposal") by Jewelcor Management, Inc.
 ("Jewelcor") to explore the purchase of all of the issued and outstanding
 capital stock of the Company.  The Third Amendment prevents the Rights from
 being triggered or distributed as a result of (i) Stanley I . Berger and
 Jewelcor through its officers acting in concert to take actions through
 August 1, 1999 reasonably necessary or appropriate to seek consent from
 Levi Strauss & Co. to the assignment, sublicense or transfer of the
 Company's rights and obligations under the Amended and Restated Trademark
 License Agreement made as of October 31, 1998, by and between the Company
 and Levi Strauss & Co., to Jewelcor or its affiliates and (ii) upon the
 satisfaction by Jewelcor of certain conditions, Jewelcor through its
 officers communicating with the five Persons (other than Jewelcor or any of
 its Affiliates or Associates) who as of the most recent practicable date
 prior to the satisfaction of the conditions have the largest percentage
 Beneficial Ownership interest in the Common Stock solely for the purpose of
 ascertaining their interest in participating as an equity investor in
 Jewelcor's proposed acquisition of the Company as contemplated by the
 Proposal (provided, that the Third Amendment will not permit Jewelcor or
 any of its Affiliates or Associates to enter into any binding agreement or
 arrangement with any of such holders of Common Stock in respect of the
 Company or their investment therein without triggering the Rights unless
 prior thereto Jewelcor shall have given the Company an opportunity to
 review the terms of such agreement or arrangement and the Company shall
 have given its written consent thereto, which consent shall not be
 unreasonably withheld, it being understood that the Company will not
 consent to any such agreement or arrangement between or among Jewelcor (or
 its Affiliates or Associates) and any such holders of Common Stock unless
 such agreements or arrangements are entered into contemporaneously with an
 agreement between Jewelcor (or any Affiliate thereof) and the Company
 providing for an acquisition of the Company at not less than $3.65 per
 share of Common Stock in cash).  None of Mr. Berger or Jewelcor or its
 officers, individually or collectively, will be deemed to be an "Acquiring
 Person" as a result of such actions.

      The Third Amendment also (i) prevents a distribution of the Rights
 upon the commencement of, or the acquisition by any Person of shares of
 Common Stock pursuant to, an all-cash tender offer for any and all
 outstanding shares of Common Stock at a price of not less than $3.65 per
 share, provided, that the Person making such tender offer shall have
 irrevocably committed to effect a second-step merger pursuant to which all
 outstanding shares of Common Stock not purchased by such Person in the
 tender offer will be converted into and exchanged for the same per share
 cash consideration paid in the tender offer (any such tender offer, a
 "Qualifying Offer"); (ii) prevents a Subscription Right from being
 distributed following an acquisition of shares of Common Stock made on or
 prior to November 7, 1999 pursuant to a Qualifying Offer; and (iii)
 prevents a transaction from causing the distribution of a Merger Right if
 (a) such transaction is consummated with a Person or Persons, or a wholly
 owned subsidiary of any such Person or Persons, who acquired shares of
 Common Stock on or prior to November 7, 1999 pursuant to a Qualifying
 Offer, (b) the price per share of Common Stock offered in such transaction
 is not less than the price per share of Common Stock paid to all holders of
 shares of Common Stock whose shares were purchased pursuant to such
 Qualifying Offer and (c) the form of consideration being offered to the
 remaining holders of shares of Common Stock pursuant to such transaction is
 the same as the form of consideration paid pursuant to such Qualifying
 Offer.  Upon consummation of any such transaction, all Rights shall expire.

      The foregoing description of the Rights does not purport to be
 complete and is qualified in its entirety by reference to the Rights
 Agreement and the Third Amendment.

      A description of the Preferred Stock Purchase Rights is incorporated
 herein by reference to the Company's Amendment to Registration Statement on
 Form 8-A/A filed with the Securities and Exchange Commission as of October
 10, 1997.

 ITEM 2.  EXHIBITS.

 Exhibit 4.1    Third Amendment dated as of July 7, 1999 to Shareholder
                Rights Agreement dated as of May 1, 1995, amended as of
                October 6, 1997 and as of May 19, 1999, by and between
                Designs, Inc. and BankBoston, N.A. (formerly known as The
                First National Bank of Boston, N.A.) as Rights Agent.


                                 SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities and
 Exchange Act of 1934, the registrant has duly caused this amendment to be
 signed on its behalf by the undersigned, thereto duly authorized.


 Date:     July 13, 1999            DESIGNS, INC.


                                    /s/ Joel H. Reichman
                                    -------------------------------
                                    Name:  Joel H. Reichman
                                    Title: President and Chief Executive
                                           Officer

EX-4

                                                                Exhibit 4.1


              THIRD AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT

           This Third Amendment to the Shareholder Rights Agreement (this
 "Amendment") entered into as of this 7th day of July, 1999, by and between
 Designs, Inc., a Delaware corporation (the "Company"), and BankBoston, N.A.
 (formerly known as The First National Bank of Boston, N.A.), a national
 banking association, as Rights Agent (the "Rights Agent").

           WHEREAS, the Company entered into a Shareholder Rights Agreement
 with the Rights Agent, dated as of May 1, 1995 and amended by a First
 Amendment to Shareholder Rights Agreement, dated as of October 6, 1997, and
 a Second Amendment to Shareholder Rights Agreement, dated as of May 19,
 1999 (as so amended, the "Rights Agreement"); and

           WHEREAS, the parties desire to further amend the Rights Agreement
 in accordance with Section 27 of the Rights Agreement in the manner
 described herein.

           NOW THEREFORE, in consideration of the foregoing and for other
 good and valuable consideration, the receipt and sufficiency of which are
 hereby acknowledged, the Company and the Rights Agent hereby agree as
 follows:


 1.   Subsection (a) of Section 1 of the Rights Agreement is hereby amended
      by deleting the sentence immediately following the first paragraph of
      such subsection (a) and inserting in place thereof the following
      sentence:

           Notwithstanding the foregoing, in connection with its proposed
           acquisition of the Company, as contemplated by the letter dated
           April 28, 1999 (the "Bid Letter"), from Jewelcor Management,
           Inc. ("Jewelcor") to the Company, (i) Stanley I. Berger and
           Jewelcor through its officers may act in concert to take actions
           through August 1, 1999 reasonably necessary or appropriate to
           seek consent from Levi Strauss & Co. to the assignment,
           sublicense or transfer of the Company's rights and obligations
           under the Amended and Restated Trademark License Agreement made
           as of October 31, 1998, by and between Levi Strauss & Co. and
           the Company, to Jewelcor or its Affiliates, and (ii) from and
           after the latest to occur of (1) Jewelcor's submission to Levi
           Strauss & Co. of a formal request for the consent referred to in
           clause (i) of this sentence and the Company's receipt of notice
           from Levi Strauss & Co. that Jewelcor has substantially complied
           with all information requests of Levi Strauss & Co. in
           connection therewith, (2) the Company's receipt from Jewelcor of
           its written request for any material information concerning the
           Company that Jewelcor believes it has not already received, and
           (3) the Company's receipt from Jewelcor of a mark-up of the
           draft acquisition agreement previously delivered to Jewelcor,
           Jewelcor through its officers may communicate with the five
           Persons (other than Jewelcor or any of its Affiliates or
           Associates) who, as of the most recent practicable date prior to
           the satisfaction of the conditions contained in clauses (1), (2)
           and (3) above, have the largest percentage Beneficial Ownership
           interest in the Common Stock solely for the purpose of
           ascertaining their interest in participating as an equity
           investor in Jewelcor's proposed acquisition of the Company as
           contemplated by the Bid Letter (provided, however, that the
           exception set forth in this clause (ii) shall not permit
           Jewelcor or any of its Affiliates or Associates to enter into
           any binding agreement or arrangement with any of such holders of
           Common Stock in respect of the Company or their investment
           therein unless prior thereto Jewelcor shall have given the
           Company an opportunity to review the terms of such agreement or
           arrangement and the Company shall have given its written consent
           thereto, which consent shall not be unreasonably withheld, it
           being understood that the Company will not consent to any such
           agreement or arrangement between or among Jewelcor (or its
           Affiliates or Associates) and any such holders of Common Stock
           unless such agreements or arrangements are entered into
           contemporaneously with an agreement between Jewelcor (or any
           Affiliate thereof) and the Company providing for an acquisition
           of the Company at not less than $3.65 per share of Common Stock
           in cash); and none of Stanley I. Berger, Jewelcor, any officers
           of Jewelcor, or any of such holders of Common Stock,
           individually or collectively, will be deemed to be an Acquiring
           Person as a result of the taking of any of the actions permitted
           by clause (i) or clause (ii) above.

 2.   The first sentence of subsection (a) of Section 3 of the Rights
      Agreement is hereby amended by deleting such sentence in its entirety
      and substituting therefor the following sentence:

           From the date hereof until the earlier of (i) the close of
           business on the tenth Business Day after the Stock Acquisition
           Date (unless the event resulting in the occurrence of the Stock
           Acquisition Date is an acquisition of shares of Common Stock
           pursuant to an all-cash tender offer for any and all outstanding
           shares of Common Stock at a price of not less than $3.65 per
           share, provided, that the Person making such tender offer shall
           have irrevocably committed to effect a second-step merger
           pursuant to which all outstanding shares of Common Stock not
           purchased by such Person in the tender offer will be converted
           into and exchanged for the same per share cash consideration paid
           in the tender offer (any such tender offer, a "Qualifying
           Offer")), (ii) the close of business on the tenth Business Day
           (or such other Business Day, if any, as the Board of Directors
           may determine in its sole discretion) after the date of the
           commencement by any Person, other than an Exempt Person, of a
           tender or exchange offer (other than a Qualifying Offer) if, upon
           consummation thereof, such Person would be the Beneficial Owner
           of 15% or more of the shares of Common Stock then outstanding, or
           (iii) the determination by the Board of Directors of the Company,
           pursuant to the criteria set forth in Section 11(a)(ii)(B)
           hereof, that a Person is an Adverse Person (including any such
           date which is after the date of this Agreement and prior to the
           issuance of the Rights) (the earliest of such dates being herein
           referred to as the "Distribution Date"), (x) the Rights will be
           evidenced (subject to the provisions of Section 3(b) hereof) by
           the certificates for the Common Stock registered in the names of
           the holders of the Common Stock (which certificates for Common
           Stock shall be deemed also to be certificates for Rights) and not
           by separate certificates, and (y) the Rights will be transferable
           only in connection with the transfer of the underlying shares of
           Common Stock.

 3.   Clause (A) of subsection (a)(ii) of Section 11 of the Rights Agreement
      is hereby amended by deleting such clause in its entirety and
      substituting therefor the following new clause (A):

                (A)  any Person, alone or together with its Affiliates and
           Associates, shall become an Acquiring Person (unless the event
           causing such Person to become an Acquiring Person is an
           acquisition of shares of Common Stock made on or prior to
           November 7, 1999 pursuant to a Qualifying Offer), or

 4.   Section 13 of the Rights Agreement is hereby amended by adding a new
      subsection (d) thereto as follows:

                (d)  Notwithstanding anything in this Agreement to the
           contrary, this Section 13 shall not be applicable to a
           transaction described in clause (x) or (y) of Section 13(a) if
           (i) such transaction is consummated with a Person or Persons, or
           a wholly owned subsidiary of any such Person or Persons, who
           acquired shares of Common Stock on or prior to November 7, 1999
           pursuant to a Qualifying Offer (as such term is defined in
           Section 3(a) hereof), (ii) the price per share of Common Stock
           offered in such transaction is not less than the price per share
           of Common Stock paid to all holders of shares of Common Stock
           whose shares were purchased pursuant to such Qualifying Offer and
           (iii) the form of consideration being offered to the remaining
           holders of shares of Common Stock pursuant to such transaction is
           the same as the form of consideration paid pursuant to such
           Qualifying Offer.  Upon consummation of any such transaction
           contemplated by this Section 13(d), all Rights hereunder shall
           expire.

 5.   The term "Agreement" as used in the Rights Agreement shall be deemed
      to refer to the Rights Agreement as amended hereby, and all other
      references to the Rights Agreement shall be deemed to include this
      Amendment.

 6.   This Amendment shall be effective as of the date first written above,
      and except as set forth herein, the Rights Agreement shall remain in
      full force and effect and otherwise shall be unaffected hereby.

 7.   This Amendment may be executed in two or more counterparts, each of
      which shall be deemed an original but all of which together shall
      constitute one and the same instrument.

           IN WITNESS WHEREOF, the parties hereto have caused this Amendment
 to be duly executed and attested under seal as of the date first written
 above.



 Attest:                            DESIGNS, INC.


  /s/ Scott N. Semel                /s/ Joel H. Reichman
 -------------------------          --------------------------
 Name:     Scott N. Semel           Name:  Joel H. Reichman
 Title:    General Counsel          Title: President and Chief
                                           Executive Officer




 Attest:                            BANKBOSTON, N.A.


 /s/ Patricia DeLuca                /s/ Carol Mulvey-Eori
 -------------------------          ---------------------------
 Name:   Patricia DeLuca            Name:   Carol Mulvey-Eori
 Title:  Senior Account             Title:  Managing Director
         Administrator