SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                  FORM 8-K

                               CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


                                July 7, 1999
                     (Date of earliest event reported)


                               DESIGNS, INC.
           (Exact name of Registrant as specified in its 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, including zip code)


                               (781) 444-7222
            (Registrant's telephone number, including area code)




 ITEM 5.  OTHER EVENTS.

      On July 7, 1999, Designs, Inc. (the "Company") amended (the "Third
 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 and a
 Second Amendment dated as of May 19, 1999 (the "Rights Agreement").
 Hereinafter, "Rights Agreement" shall include both the Third Amendment and
 the Rights Agreement.

      The Third Amendment amends the definition of "Acquiring Person" in
 connection with the proposal (the "Proposal") by Jewelcor Management, Inc.
 ("Jewelcor") to explore the purchase of all of the issued and outstanding
 capital stock of the Company.  The Third Amendment prevents the Rights from
 being triggered or distributed as a result of (i) Stanley I . Berger and
 Jewelcor through its officers acting in concert to take actions through
 August 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 and (ii) upon the
 satisfaction by Jewelcor of certain conditions, Jewelcor through its
 officers communicating with the five Persons (other than Jewelcor or any of
 its Affiliates or Associates) who as of the most recent practicable date
 prior to the satisfaction of the conditions have the largest percentage
 Beneficial Ownership interest in the Common Stock solely for the purpose of
 ascertaining their interest in participating as an equity investor in
 Jewelcor's proposed acquisition of the Company as contemplated by the
 Proposal (provided, that the Third Amendment will not permit Jewelcor or
 any of its Affiliates or Associates to enter into any binding agreement or
 arrangement with any of such holders of Common Stock in respect of the
 Company or their investment therein without triggering the Rights unless
 prior thereto Jewelcor shall have given the Company an opportunity to
 review the terms of such agreement or arrangement and the Company shall
 have given its written consent thereto, which consent shall not be
 unreasonably withheld, it being understood that the Company will not
 consent to any such agreement or arrangement between or among Jewelcor (or
 its Affiliates or Associates) and any such holders of Common Stock unless
 such agreements or arrangements are entered into contemporaneously with an
 agreement between Jewelcor (or any Affiliate thereof) and the Company
 providing for an acquisition of the Company at not less than $3.65 per
 share of Common Stock in cash).  None of Mr. Berger or Jewelcor or its
 officers, individually or collectively, will be deemed to be an "Acquiring
 Person" as a result of such actions.

      The Third Amendment also (i) prevents a distribution of the Rights
 upon the commencement of, or the acquisition by any Person of shares of
 Common Stock pursuant to, an all-cash tender offer for any and all
 outstanding shares of Common Stock at a price of not less than $3.65 per
 share, provided, that the Person making such tender offer shall have
 irrevocably committed to effect a second-step merger pursuant to which all
 outstanding shares of Common Stock not purchased by such Person in the
 tender offer will be converted into and exchanged for the same per share
 cash consideration paid in the tender offer (any such tender offer, a
 "Qualifying Offer"); (ii) prevents a Subscription Right from being
 distributed following an acquisition of shares of Common Stock made on or
 prior to November 7, 1999 pursuant to a Qualifying Offer; and (iii)
 prevents a transaction from causing the distribution of a Merger Right if
 (a) such transaction is consummated with a Person or Persons, or a wholly
 owned subsidiary of any such Person or Persons, who acquired shares of
 Common Stock on or prior to November 7, 1999 pursuant to a Qualifying
 Offer, (b) the price per share of Common Stock offered in such transaction
 is not less than the price per share of Common Stock paid to all holders of
 shares of Common Stock whose shares were purchased pursuant to such
 Qualifying Offer and (c) the form of consideration being offered to the
 remaining holders of shares of Common Stock pursuant to such transaction is
 the same as the form of consideration paid pursuant to such Qualifying
 Offer.  Upon consummation of any such transaction, all Rights shall expire.

      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 Third 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 7.  EXHIBITS.

 Exhibit 4.1    Third Amendment dated as of July 7, 1999 to Shareholder
                Rights Agreement dated as of May 1, 1995, amended as of
                October 6, 1997 and as of May 19, 1999, 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 the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.

                               DESIGNS, INC.


                               /s/ Joel H. Reichman
                               -----------------------------
                               Name:   Joel H. Reichman
                               Title:  President and Chief Executive
                                       Officer


 Dated:  July 13, 1999
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6922}]
{"company-data": {"conformed-name": "DESIGNS INC", "cik": "0000813298", "assigned-sic": "5651", "irs-number": "042623104", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15898", "film-number": "99663320"}, "business-address": {"street1": "66 B STREET", "city": "NEEDHAM", "state": "MA", "zip": "02194", "phone": "7814447222"}, "mail-address": {"street1": "66 B STREET", "city": "NEEDHAM", "state": "MA", "zip": "02194"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                                July 7, 1999
                     (Date of earliest event reported)

                               DESIGNS, INC.
           (Exact name of Registrant as specified in its 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, including zip code)

                               (781) 444-7222
            (Registrant's telephone number, including area code)

 ITEM 5.  OTHER EVENTS.

      On July 7, 1999, Designs, Inc. (the "Company") amended (the "Third
 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 and a
 Second Amendment dated as of May 19, 1999 (the "Rights Agreement").
 Hereinafter, "Rights Agreement" shall include both the Third Amendment and
 the Rights Agreement.

      The Third Amendment amends the definition of "Acquiring Person" in
 connection with the proposal (the "Proposal") by Jewelcor Management, Inc.
 ("Jewelcor") to explore the purchase of all of the issued and outstanding
 capital stock of the Company.  The Third Amendment prevents the Rights from
 being triggered or distributed as a result of (i) Stanley I . Berger and
 Jewelcor through its officers acting in concert to take actions through
 August 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 and (ii) upon the
 satisfaction by Jewelcor of certain conditions, Jewelcor through its
 officers communicating with the five Persons (other than Jewelcor or any of
 its Affiliates or Associates) who as of the most recent practicable date
 prior to the satisfaction of the conditions have the largest percentage
 Beneficial Ownership interest in the Common Stock solely for the purpose of
 ascertaining their interest in participating as an equity investor in
 Jewelcor's proposed acquisition of the Company as contemplated by the
 Proposal (provided, that the Third Amendment will not permit Jewelcor or
 any of its Affiliates or Associates to enter into any binding agreement or
 arrangement with any of such holders of Common Stock in respect of the
 Company or their investment therein without triggering the Rights unless
 prior thereto Jewelcor shall have given the Company an opportunity to
 review the terms of such agreement or arrangement and the Company shall
 have given its written consent thereto, which consent shall not be
 unreasonably withheld, it being understood that the Company will not
 consent to any such agreement or arrangement between or among Jewelcor (or
 its Affiliates or Associates) and any such holders of Common Stock unless
 such agreements or arrangements are entered into contemporaneously with an
 agreement between Jewelcor (or any Affiliate thereof) and the Company
 providing for an acquisition of the Company at not less than $3.65 per
 share of Common Stock in cash).  None of Mr. Berger or Jewelcor or its
 officers, individually or collectively, will be deemed to be an "Acquiring
 Person" as a result of such actions.

      The Third Amendment also (i) prevents a distribution of the Rights
 upon the commencement of, or the acquisition by any Person of shares of
 Common Stock pursuant to, an all-cash tender offer for any and all
 outstanding shares of Common Stock at a price of not less than $3.65 per
 share, provided, that the Person making such tender offer shall have
 irrevocably committed to effect a second-step merger pursuant to which all
 outstanding shares of Common Stock not purchased by such Person in the
 tender offer will be converted into and exchanged for the same per share
 cash consideration paid in the tender offer (any such tender offer, a
 "Qualifying Offer"); (ii) prevents a Subscription Right from being
 distributed following an acquisition of shares of Common Stock made on or
 prior to November 7, 1999 pursuant to a Qualifying Offer; and (iii)
 prevents a transaction from causing the distribution of a Merger Right if
 (a) such transaction is consummated with a Person or Persons, or a wholly
 owned subsidiary of any such Person or Persons, who acquired shares of
 Common Stock on or prior to November 7, 1999 pursuant to a Qualifying
 Offer, (b) the price per share of Common Stock offered in such transaction
 is not less than the price per share of Common Stock paid to all holders of
 shares of Common Stock whose shares were purchased pursuant to such
 Qualifying Offer and (c) the form of consideration being offered to the
 remaining holders of shares of Common Stock pursuant to such transaction is
 the same as the form of consideration paid pursuant to such Qualifying
 Offer.  Upon consummation of any such transaction, all Rights shall expire.

      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 Third 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 7.  EXHIBITS.

 Exhibit 4.1    Third Amendment dated as of July 7, 1999 to Shareholder
                Rights Agreement dated as of May 1, 1995, amended as of
                October 6, 1997 and as of May 19, 1999, 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 the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.

                               DESIGNS, INC.

                               /s/ Joel H. Reichman
                               -----------------------------
                               Name:   Joel H. Reichman
                               Title:  President and Chief Executive
                                       Officer

 Dated:  July 13, 1999