SCHEDULE 14A
                        (Rule 14a-101)
            INFORMATION REQUIRED IN PROXY STATEMENT
                  SCHEDULE 14A INFORMATION
         Proxy Statement Pursuant to Section 14(a) of the
                  Securities Exchange Act of 1934


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                          DESIGNS, INC.
           (Name of Registrant as Specified in its Charter)


                     JEWELCOR MANAGEMENT, INC.
  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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[Jewelcor Management, Inc. Letterhead]


VIA FACSIMILE


TO:   Carl Snyder
      Equity Portfolio Manager
      Dimensional Fund Advisors, Inc.

FROM: Seymour Holtzman

RE:   Designs, Inc.
      $78.3 million in operating losses in the last 2 years and an 83%
      reduction in stock price over the last 4 years


Dear Carl:

  Thank you very much for taking the time to speak with me today. Enclosed is a
copy of our operating plan in a very abbreviated form.

  We are also asking for your support to terminate the poison pill, but as I am
sure you realize, this is only a recommendation and it does not oblige the
Company to act.

  Your vote is critical to us. We sincerely hope that you will support our
position as we have worked very hard on behalf of all the shareholders to
replace the current Board with a distinguished independent slate of nominees.
One of our nominees is Jack Schultz, a prominent retail executive, formerly the
Executive Vice President of Bloomingdale's. Mr. Schultz has agreed to be the
acting CEO.


Best Regards

     Seymour Holtzman

     Thank you for taking the time to read this information!


[Pages 10 and 11 of Jewelcor Management, Inc.'s Proxy Statement dated
 September 3, 1999]

[Jewelcor Management, Inc.'s press release dated September 27, 1999]