Washington, D.C. 20549

                                  FORM 10-Q/A
                 Amendment to Quarterly Report Under Section 13
                or 15(d) of the Securities Exchange Act of 1934

Quarter Ended August 3, 1996       Commission File Number   0-15898

                                 DESIGNS, INC.
                          (Exact name of registrant as
                           specified in its charter)

          Delaware                                04-2623104
- -----------------------------------     ------------------------------
(State or other jurisdiction of         (IRS Employer Identification No.)
incorporation or organization)

     66 B Street, Needham, MA                           02194
- ----------------------------------------          --------------------
(Address of principal executive offices)               (Zip Code)

                                   (617) 444-7222
                               (Registrant's telephone
                              number, including area code)

Indicate by "X" whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.

Yes   X     No
    ------     ----------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

          Class                    Outstanding as of August 3, 1996
          -----                    --------------------------------

          Common                   15,819,294 shares

                                 AMENDMENT NO 1

     The undersigned registrant hereby amends its Quarterly Report on Form 
10-Q for the quarter ended August 3, 1996 by adding the following item to 
such Report:

"ITEM 4.  Submission of Matters to a Vote of Security Holders

     On June 11, 1996, the Company held its Annual Meeting of Stockholders.  At
the meeting, stockholders holding at least 14,298,180 shares of the Company's
Common Stock, $0.01 par value, cast votes in favor of the election of each of
Stanley I. Berger, Joel H. Reichman, James G. Groninger, Bernard M. Manuel,
Melvin I. Shapiro and Peter L. Thigpen as directors of the Company and no more
than 556,963 shares were withheld from any one of the foregoing."


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

                                        DESIGNS, INC.

Date:  December 16, 1996                By: /s/ Scott N. Semel
                                            Scott N. Semel, Executive Vice
                                            President and Secretary