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
 Filed by the Registrant (X) 
 Filed by a Party other than the Registrant ( ) 
 Check the appropriate box: 
 ( ) Preliminary Proxy Statement 
 ( ) Confidential, for use of the Commission Only (as permitted by Rule 14a-
 ( ) Definitive Proxy Statement 
 ( ) Definitive Additional Materials 
 (X) Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12 
                               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 

 (Needham, MA, December 11, 1998) -- Designs, Inc. (NASDAQ: DESI), operator
 of outlet and specialty retail apparel stores, today announced its Board of
 Directors has formed a committee of independent outside directors to
 consider the Company's strategic alternatives, including a possible sale of
 the Company, with a view towards maximizing stockholder value in the near
 term.  The Company has retained Shields & Company, Inc. in this regard. 
 The Company said that although it believes its current operating strategy
 is sound, the difficult operating environment coupled with the anticipated
 time frame for realizing the benefits of its operating strategy are such
 that the Board has determined that seeking to maximize value in the near
 term is in the best interest of stockholders. 
 The Company also announced that its Board has determined to oppose the
 consent solicitation initiated by Jewelcor Management, Inc. and its
 controlling shareholder, Seymour Holtzman.  The Company said that a change
 in the composition of the Board at this time is not in the best interests
 of stockholders because it would interfere with the Company's consideration
 of strategic alternatives and the implementation of any such alternatives
 and could adversely affect the Company's relationship with Levi Strauss &
 Co.  The Company also said that the operating strategy articulated by Mr.
 Holtzman in his preliminary consent solicitation materials substantially
 mirrors the Company's existing strategy, which has already been in place
 for some time and which the Company has already made substantial progress
 towards implementing.
 The discussion of forward-looking information requires management of the
 Company to make certain estimates and assumptions regarding the strategic
 direction and its effect on the Company's financial results.  Actual
 results and strategic direction may differ from current estimates and
 assumptions.  For more information, refer to the Company's prior SEC
 filings for a discussion of factors that affect the Company's forward-
 looking statements. 
 Designs, Inc. operates 130 stores in five retail formats.  These stores are
 located in enclosed regional shopping malls, urban locations and outlet
 parks 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 the current members of the Board of Directors of
 Designs and electing a new slate of directors.  The participants in the
 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 1,198,403, 349,121, 267,203, 55,333, 50,901, 63,003, 29,601 and 9,900
 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