THE SECURITIES EXCHANGE ACT OF 1934

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{   }   Soliciting Material Pursuant to  Section  240.14a-11(c) or Section  240.

                                  DESIGNS, INC.

                            JEWELCOR MANAGEMENT, INC.

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December 29, 1998
Wilkes-Barre, Pennsylvania
Contact:          Jacqueline Quigley (717) 822-6277

          Designs, Inc. may be back peddling on commitment to sell the company.

          Shareholder  activist  Seymour  Holtzman is very concerned by Designs,
Inc.'s  press  release  issued  yesterday  which stated that while a sale of the
company  is  likely,  "it is  considering  other  options,  including  strategic
alliances."  Holtzman contends that this statement reflects the current Board of
Directors' lack of commitment to sell the company and enhance shareholder value.

          On December 11, 1998, a press release  announced  that  Designs,  Inc.
hired an investment  banking firm to seek buyers for the company.  In that press
release, the company's CFO, Carolyn Faulkner, further stated, "We believe a sale
will  generate a price well in excess of the  company's  book  value",  which is
approximately  $4.00 per  share.  This  press  release  clearly  shows  that the
company's stated course of action is to sell the company.

          Despite these previous statements,  the company issued a press release
yesterday  stating  that the company is  considering  other  options,  including
strategic relationships. Holtzman stated, "This statement shows that the company
is now  back-peddling  from its prior  commitment to sell the company and raises
concerns regarding its real intentions.  The shareholders should be aware of the
fact that the company  did not  announce  any intent to sell the  company  until
Jewelcor Management, Inc. (JMI), the owner of 9.9% of the company stock, filed a
consent statement  seeking,  among other things, to remove 5 of the 6 members of
the company's Board of Directors.

          Holtzman questions, "Was the current management and Board of Directors
sincere in their  statement that they are seeking to sell the company to enhance
shareholder value or are they more interested in making strategic alliances that
could benefit themselves?"

          Holtzman  stated,  "I do not believe that the current  management  and
Board of Directors, who are responsible for the $71.4 million loss during the 21
month period  ending  October 31,  1998,  have an interest in providing a "level
playing  field" for all potential  acquirors.  With the exception of founder and
Chairman  Stanley  Berger,  who owns 958,606  shares of the company's  stock and
supports JMI's efforts,  the current  management and Board of Directors own only
approximately  1% of the  outstanding  stock of the company.  Holtzman  does not
believe that these  individuals  have the incentive to sell the company.  "In my
opinion, the Board of Directors  substantially  ignored the shareholders until I
sent them a "wake-up call."

          I am nervous  that the  company is now  getting  ready to enter into a
transaction that will not maximize  shareholder  value and instead will preserve
the status quo, continuing  positions for management that was at the helm during
the company's historical loss record.

          If  the  company   enters  into  a   "strategic   alliance"  or  other
transaction,   it  could  implement  bust-up  fees,   management  contracts  and

significant  shark  repellents  that could make it impossible for a new Board to
strike a better deal for the shareholders.  The current Board of Directors could
also grant  dilutive  stock  options to a  potential  acquiror to purchase up to
19.9%, or approximately 3.25 million shares of the company's stock. Management's
priorities  may be  what's  best  for  them  rather  then  what's  best  for the
shareholders.  The  shareholders  should remember that the Board of Directors is
not obligated to disclose the terms of any transaction that it does not accept.

          In such a case,  the  opportunity  to appoint  new  directors  who are
committed to enhancing  stockholder  value,  and the  enhancement of shareholder
value they believe they can create, may well be lost permanently.  I do not want
the  current  management  and  Board  of  Directors  to enter  into a  strategic
relationship  that  would be in  their  best  interest  but  detrimental  to the

          The  consent  solicitation  is  a  unique  opportunity  for  us,  said
Holtzman,  takeover  defenses  could be put into place. I am speaking up for the
benefit of all stockholders. My motto is "silent investor, silent loser."