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 
  
  
      Date of Report (Date of earliest event reported) December 10, 1998 
                                       
  
  
                                DESIGNS, INC. 
           (Exact name of registrant as specified in its charter) 
  
  
   Delaware                     0-15898                    04-2623104    
 ---------------------------------------------------------------------------
 (State or other               (Commission               (IRS Employer 
 jurisdiction of               File Number)             Identification No.) 
 incorporation)            
  
  
 66 B Street 
 Needham, Massachusetts                                      02194      
 ---------------------------------------------------------------------------
 (Address of principal executive offices)                  (Zip Code) 
  
  
                              (781) 444-7222  
 ---------------------------------------------------------------------------
            (Registrant's telephone number, including area code) 
  
  
                               Not Applicable     
 ---------------------------------------------------------------------------
       (Former name or former address, if changed since last report) 
  
  
  
 ITEM 5.  OTHER EVENTS. 
  
           On December 10, 1998, the Board of Directors of Designs, Inc., a
 Delaware corporation (the "Company"), approved the formation of 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 Board of Directors of
 the Company also determined to oppose the consent solicitation initiated by
 Jewelcor Management, Inc., a Nevada corporation, and its controlling
 shareholder, Seymour Holtzman, for the purpose of removing and replacing
 the members of the Company's Board of Directors other than Chairman Stanley
 I. Berger.  A copy of the press release issued by the Company on December
 11, 1998 is attached hereto as Exhibit 99.1. 

           Also on December 10, 1998, the Board of Directors of the Company
 approved certain amendments to the By-laws of the Company.  The amendments
 to the By-laws are attached hereto as Exhibit 99.2 and are incorporated
 herein by reference in its entirety. 

 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 
  
      The following exhibits are filed with this Current Report on Form 8-K: 
  
  
 Exhibit 
 Number              Description 
 -------             -----------
  
   99.1         Press Release of Designs, Inc., dated December 11, 1998. 
  
   99.2         Text of amendments to the By-laws of Designs, Inc.

  
  
                                 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 hereunder duly authorized. 
  
 Dated:  December 11, 1998 
  
  
                                    DESIGNS, INC. 
  
   
                                    By: /s/ Carolyn R. Faulkner   
                                       -----------------------------------
                                    Name:  Carolyn R. Faulkner 
                                    Title: Vice President, Chief Financial  
                                           Officer and Treasurer 
  

  
                               EXHIBIT INDEX 
  
  
 Exhibit 
 Number         Description 
 -------        -----------
  
   99.1         Press Release of Designs, Inc., dated December 11, 1998. 
  
   99.2         Text of amendments to the By-laws of Designs, Inc.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3909}]
{"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": "98768000"}, "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 
  
  
      Date of Report (Date of earliest event reported) December 10, 1998 
                                       
  
  
                                DESIGNS, INC. 
           (Exact name of registrant as specified in its charter) 
  
  
   Delaware                     0-15898                    04-2623104    
 ---------------------------------------------------------------------------
 (State or other               (Commission               (IRS Employer 
 jurisdiction of               File Number)             Identification No.) 
 incorporation)            
  
  
 66 B Street 
 Needham, Massachusetts                                      02194      
 ---------------------------------------------------------------------------
 (Address of principal executive offices)                  (Zip Code) 
  
  
                              (781) 444-7222  
 ---------------------------------------------------------------------------
            (Registrant's telephone number, including area code) 
  
  
                               Not Applicable     
 ---------------------------------------------------------------------------
       (Former name or former address, if changed since last report) 
  
  
  
 ITEM 5.  OTHER EVENTS. 
  
           On December 10, 1998, the Board of Directors of Designs, Inc., a
 Delaware corporation (the "Company"), approved the formation of 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 Board of Directors of
 the Company also determined to oppose the consent solicitation initiated by
 Jewelcor Management, Inc., a Nevada corporation, and its controlling
 shareholder, Seymour Holtzman, for the purpose of removing and replacing
 the members of the Company's Board of Directors other than Chairman Stanley
 I. Berger.  A copy of the press release issued by the Company on December
 11, 1998 is attached hereto as Exhibit 99.1. 

           Also on December 10, 1998, the Board of Directors of the Company
 approved certain amendments to the By-laws of the Company.  The amendments
 to the By-laws are attached hereto as Exhibit 99.2 and are incorporated
 herein by reference in its entirety. 

 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 
  
      The following exhibits are filed with this Current Report on Form 8-K: 
  
  
 Exhibit 
 Number              Description 
 -------             -----------
  
   99.1         Press Release of Designs, Inc., dated December 11, 1998. 
  
   99.2         Text of amendments to the By-laws of Designs, Inc.

  
  
                                 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 hereunder duly authorized. 
  
 Dated:  December 11, 1998 
  
  
                                    DESIGNS, INC. 
  
   
                                    By: /s/ Carolyn R. Faulkner   
                                       -----------------------------------
                                    Name:  Carolyn R. Faulkner 
                                    Title: Vice President, Chief Financial  
                                           Officer and Treasurer 
  

  
                               EXHIBIT INDEX 
  
  
 Exhibit 
 Number         Description 
 -------        -----------
  
   99.1         Press Release of Designs, Inc., dated December 11, 1998. 
  
   99.2         Text of amendments to the By-laws of Designs, Inc.