(Rule 14a-101) 
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                          Schedule 14A Information 
        Proxy Statement Pursuant to Section 14(a) of the Securities
                            Exchange Act of 1934 
 Filed by the Registrant (X) 
 Filed by a Party other than the Registrant ( ) 
 Check the appropriate box: 
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                               DESIGNS, INC. 
              (Name of Registrant as Specified In Its Charter) 
    (Name of Person(s) Filing Proxy Statement if other than the Registrant) 

 For Information, Contact: 

                   Carolyn R. Faulkner, Vice President,  
                   Chief Financial Officer and Treasurer 
                   Designs, Inc. 
                   (781) 444-7222 
                   Shareholder Information Line 

                      DESIGNS, INC. SPECIAL COMMITTEE 
                          SENDS LETTER TO HOLTZMAN 
 (Needham, MA, February 11, 1999) -- Designs, Inc. (NASDAQ:DESI) announced
 that the Special Committee of its Board of Directors today delivered a
 letter to dissident stockholder Seymour Holtzman addressing various
 statements contained in a press release issued by Mr. Holtzman on Tuesday
 which the Special Committee believes are grossly false and misleading. 
 Designs announced on Monday that it had prevailed in Mr. Holtzman's
 solicitation of consents from the Company's stockholders to remove five of
 the six members of the Company's Board of Directors and replace them with
 his own nominees. 
 A representative of the Special Committee stated, "We are extremely
 disappointed that Mr. Holtzman continues to engage in disruptive conduct
 and to mislead our stockholders, especially after our efforts to settle our
 differences with him.  We had hoped that the termination of Holtzman's
 consent solicitation would allow us to turn our attention back to our
 principal task of finding a buyer for the Company.  However, Mr. Holtzman's
 insinuations in his recent press release that he is considering another
 consent solicitation, even though our stockholders have clearly spoken on
 this issue, are quite disconcerting.  This ongoing disruptive activity by
 Holtzman can only drain the Company of more and more resources and will
 only serve as a distraction from the process of selling the Company." 
           A copy of the letter sent by the Special Committee to Mr.
 Holtzman follows. 
                               *  *  *  *  *  
                Special Committee of the Board of Directors 
                               Designs, Inc. 
                                66 B Street 
                        Needham, Massachusetts 02494 
                                        February 11, 1999 
 Seymour Holtzman 
 Chairman, President and Chief Executive Officer 
 Jewelcor Management, Inc. 
 100 North Wilkes-Barre Blvd. 

 Wilkes-Barre, Pennsylvania 18702 

 Dear Mr. Holtzman: 
           We are writing to express our outrage and disbelief at the utter
 nonsense contained in your press release on Tuesday.  Despite the fact that
 late last week we at Designs, Inc. had every reason to believe that we were
 clearly prevailing in the consent solicitation initiated by you, we
 continued our attempts to work with you in good faith towards a settlement
 in which, among other things, we would have expanded our board of directors
 by two members and appointed two of your nominees to fill the new seats. 
 An offer of this type is almost unheard of in the context of prevailing in
 a consent solicitation, but the offer was nonetheless extended because of
 Designs' genuine belief that ending our differences would facilitate the
 process of seeking a buyer for Designs.  You have responded by threatening
 another consent solicitation while providing our stockholders and the
 general public with a grossly false and misleading characterization of our
 discussions last week. 
           Your press release was riddled with inaccuracies.  Your claim
 that you received support from holders of 43% of the outstanding shares is
 inaccurate and inflated.  And your assertion that you have "continually
 initiated settlement discussions" with us is simply false.  The truth is
 that Designs has continually pursued settlement talks with you, including
 sending you a term sheet which we were led to believe was acceptable to
 you.  Likewise, your statement that we have insisted that the terms of any
 settlement agreement would prohibit you from commenting on any proposal to
 sell the company is just not true. 
           Moreover, we reject your insinuation that we do not intend to
 sell the Company at the highest available price.  We remain fully committed
 to that goal.  Furthermore, your statement that we are unwilling to
 "stipulate that management would not receive preferential treatment in any
 sale transaction" is particularly outrageous since your attorneys have
 never even requested such a representation.  And in any event, as far as we
 know, there is no plan on the part of any member of management to submit a
 bid for the company.  But even if such a bid were made, the management
 bidder would be treated like any other bidder in the process. 
           Your conduct on Tuesday was shameless and appalling.  How can you
 expect us to trust you to engage in good faith negotiations with us?  Or to
 refrain from continually misleading our stockholders in an effort to
 further your own interests?  Your actions continue to serve no purpose
 other than to force us to expend additional time and resources in
 responding to and correcting your misleading public statements.  You appear
 to have no real interest in reaching an agreement with us or in allowing us
 to tend to our principal task of selling the company at the highest
 attainable price. 
                                        SPECIAL COMMITTEE OF THE 
                                          BOARD OF DIRECTORS 
                                        By:  /s/ Peter L. Thigpen
                                           Peter L. Thigpen 
                               *  *  *  *  *  
 Forward-looking information requires the Company to make certain estimates
 and assumptions regarding the Company's strategic direction and the effect
 of such plans on the Company's financial results.  The Company's actual
 results and the implementation of its plans and operations may differ
 materially from forward-looking statements made by the Company.  The
 Company encourages readers of forward-looking information concerning the
 Company to refer to its prior filings with the Securities and Exchange
 Commission that set forth certain risks and uncertainties that may have an
 impact on future results and direction of the Company. 
 Designs, Inc. operates 113 outlet and specialty retail apparel stores in
 two retail formats.  These stores are located in outlet parks and enclosed
 regional shopping malls throughout the eastern United States. 
                               #  #  #  #  # 
 Designs, Inc. ("Designs") and certain other persons named below may be
 deemed to be participants in the solicitation of consents (the
 "Solicitation") in opposition to the consent solicitation by Seymour H.
 Holtzman and certain companies controlled by him for the purpose of, among
 other things, removing five of the six current members of the Board of
 Directors of Designs and electing five new directors.  The participants in
 this Solicitation may include the following directors of Designs: Stanley
 I. Berger, Joel H. Reichman, James G. Groninger, Bernard M. Manuel, Melvin
 I. Shapiro and Peter L. Thigpen; the following executive officers of
 Designs:  Joel H. Reichman, Scott N. Semel and Carolyn R. Faulkner;  and
 the following officer of Designs: Anthony E. Hubbard, the Company's Vice
 President and Deputy General Counsel (collectively, the "Designs
 Participants").  As of the date of this communication, Stanley I. Berger,
 Joel H. Reichman, Scott N. Semel, Carolyn R. Faulkner, James G. Groninger,
 Melvin I. Shapiro, Bernard M. Manuel, Peter L. Thigpen and Anthony E.
 Hubbard beneficially owned 1,199,003, 362,455, 280,537, 55,333, 57,383,
 58,783, 69,210, 36,083, and 11,100 shares of Designs common stock,
 respectively (including shares subject to stock options exercisable within
 60 days).  
 Designs has retained Shields & Company, Inc. (the "Financial Advisor") to
 act as its financial advisor in connection with the Solicitation for which
 it may receive substantial fees, as well as reimbursement of reasonable
 out-of-pocket expenses.  In addition, Designs has agreed to indemnify the
 Financial Advisor and certain persons related to it against certain
 liabilities arising out of their engagement. The Financial Advisor is an
 investment banking and advisory firm that provides a range of financial
 services for institutional and individual clients.  The Financial Advisor
 does not admit that it or any of its directors, officers or employees is a
 "participant" as defined in Schedule 14A promulgated under the Securities
 Exchange Act of 1934, as amended, in the Solicitation, or that Schedule 14A
 requires the disclosure of certain information concerning the Financial
 Advisor.  In connection with the Financial Advisor's role as financial
 advisor to Designs, the Financial Advisor and the following investment
 banking employees of the Financial Advisor may communicate in person, by
 telephone or otherwise with a limited number of institutions, brokers or
 other persons who are stockholders of Designs:  Thomas J. Shields and
 Jeffrey C. Bloomberg.  None of the Financial Advisor, Thomas J. Shields or
 Jeffrey C. Bloomberg beneficially own any of Designs' outstanding equity