SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 8-A/A

                    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. 2

               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, as follows:


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

      On May 19, 1999, Designs, Inc. (the "Company") amended (the "Second
 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 (the
 "Rights Agreement").  Hereinafter, "Rights Agreement" shall include both
 the Second Amendment and the Rights Agreement.

      The Second Amendment amends the definition of "Acquiring Person" in
 connection with the proposal by Jewelcor Management, Inc. ("Jewelcor") to
 explore the purchase of all of the issued and outstanding capital stock of
 the Company.  The definition of "Acquiring Person" permits Stanley I .
 Berger and Jewelcor through its officers to act in concert to take actions
 through July 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.  Mr. Berger and
 Jewelcor or its officers, individually or collectively, will not be deemed
 to be an "Acquiring Person" as the result of such actions.

      In addition, the Second Amendment modifies the Company's ability to
 appoint a "Co-Rights Agent" by requiring that the Company give ten days
 prior written notice to the "Rights Agent" prior to appointing a "Co-Rights
 Agent."

      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 Second 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    Second Amendment dated as of May 19, 1999 to Shareholder
                Rights Agreement dated as of May 1, 1995, amended as of
                October 6, 1997, 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:     May 25, 1999             DESIGNS, INC.


                                    By:    /s/  Carolyn R. Faulkner
                                           -------------------------
                                    Name:  Carolyn R. Faulkner
                                    Title: President, Chief Financial
                                           Officer and Treasurer




                SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT

           This Second Amendment to the Shareholder Rights Agreement (this
 "Amendment") entered into as of this 19th day of May, 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 (the "First Amendment") dated as
 of October 6, 1997 (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.   Section 1(a) of the Rights Agreement is hereby amended by inserting
      after the first paragraph of subsection (a) the following sentence:

           Notwithstanding the foregoing, in connection with a proposed
           acquisition of the Company, as contemplated by the letter dated
           April 28, 1999, from Jewelcor Management, Inc. ("Jewelcor") to
           the Company, Stanley I. Berger and Jewelcor through its officers
           may act in concert to take actions through July 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 neither Stanley I. Berger nor Jewelcor nor its
           officers, individually or collectively, will be deemed to be an
           Acquiring Person as a result of such actions.

 2.   Section 2 of the Rights Agreement is hereby amended by inserting the
      following language after the word "desirable" in the third sentence:

           , upon ten (10) days' prior written notice to the Rights Agent.
           The Rights Agent shall have no duty to supervise and shall in no
           event be liable for the acts or omissions of any such co-Rights
           Agent.

 3.   Section 26 of the Rights Agreement is hereby amended by replacing the
      address of Rights Agent with the following address:

           BankBoston, N.A.
           c/o Equiserve Limited Partnership
           150 Royall Street
           Canton, Massachusetts  02021
           Attention:  Client Administration

 4.   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.

 5.   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.

 6.   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/ Tyler Haynes
  -------------------------         ------------------------------------
  Name:  Patricia DeLuca            Name:  Tyler Haynes
  Title: Senior Account             Title: Managing Director
         Administrator