UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* DESIGNS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 25057L102 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 pages

CUSIP NO. 25057L102 13G Page 2 of 5 Pages ------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). HEARTLAND ADVISORS, INC. #39-1078128 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 WISCONSIN, U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 None OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 None - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 0 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 0.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 1A - ------------------------------------------------------------------------------

CUSIP NUMBER 25057L102 Page 3 Of 5 Pages Item 1. (a) Name of Issuer: Designs, Inc. -------------- (b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 66 B Street Needham, MA 02494 Item 2. (a) Name of Person Filing: Heartland Advisors, Inc. --------------------- (b) Address of Principal Business Office: ------------------------------------ Heartland Advisors, Inc. 790 North Milwaukee Street Milwaukee, WI 53202 (c) Citizenship: Heartland Advisors is a Wisconsin corporation. ----------- (d) Title of Class of Securities: Common Stock ---------------------------- (e) CUSIP Number: 25057L102 ------------ Item 3. If this statement is filed pursuant to (S)(S) 240.13d-1(b) or ------------------------------------------------------------- 240.13d-2(b) or (c), check whether the person filing is a: --------------------------------------------------------- (a) Broker or Dealer registered under Section 15 of ----- the Act (15 U.S.C. 78o). (b) Bank as defined in Section 3(a)(6) of ----- the Act (15 U.S.C. 78c). (c) Insurance company as defined in Section 3(a)(19) ----- of the Act (15 U.S.C.78c). (d) Investment company registered under section 8 of ----- the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) X An investment adviser in accordance with (S) 240.13d-1(b)(1)(ii)(E); ----- (f) An employee benefit plan or endowment fund in accordance with ----- (S)240.13d-1(b)(1)(ii)(F).

(g) A parent holding company or control person in accordance with ----- (S)240.13d-1(b)(ii)(G); (h) A savings association as defined in Section 3(b) of the ----- Federal Deposit Insurance Act (12 U.S.C. 1813; (I) A church plan that is excluded from the definition of an investment ----- company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) Group, in accordance with (S)240.13d-1(b)(1)(ii)(J). ----- If this statement is filed pursuant to (S)240.13d-1(c), check this box [ ]. Item 4. Ownership. --------- For information on ownership, voting and dispositive power with respect to the above listed shares, see Items 5-9 of the Cover Page. Item 5. Ownership of Five Percent or Less of a Class. -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Item 6. Ownership of more than Five Percent on Behalf of Another Person. --------------------------------------------------------------- Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the ---------------------------------------------------------------------- Security Being Reported on By the Parent Holding Company. - --------------------------------------------------------- Not Applicable. Item 8. Identification and Classification of Members of the Group. --------------------------------------------------------- Not Applicable. Item 9. Notice of Dissolution of Group. ------------------------------ Not Applicable. Item 10. Certification. ------------- By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities

and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: January 5, 1999 HEARTLAND ADVISORS, INC. By: PATRICK J. RETZER Patrick J. Retzer Senior Vice President