'Don't Believe Holtzman's Rhetoric - the Sale Process is Well Underway' Says Special Committee.

NEEDHAM, Mass.--(BUSINESS WIRE)--Jan. 27, 1999--Designs, Inc. (NASDAQ:DESI) today announced that yesterday it mailed the following letter to its stockholders concerning developments in the consent solicitation launched by dissident stockholder Jewelcor Management, Inc. and its controlling stockholder Seymour Holtzman.

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                                              January 26, 1999


Dear Fellow Stockholder:

     Seymour Holtzman has finally tipped his hand!

     Dissident stockholder Jewelcor Management, Inc. and its
controlling stockholder Seymour Holtzman recently advised the Company
that Jewelcor is "prepared to make a proposal" to purchase all of the
outstanding shares of common stock of the Company at a price of $3.00
per share, subject to various contingencies, including financial and
legal due diligence and the receipt of third party financing.
     Mr. Holtzman's actions fully confirm the suspicions that the
Special Committee of the Board of Directors has had all along
concerning the conflict of interest posed by Holtzman's consent
solicitation. Now we know precisely why Mr. Holtzman has tried to
pressure the Company to remove its stockholder rights plan and its
other stockholder protections! Clearly, Mr. Holtzman's goal in seeking
to have these protections removed was to further his own desire to buy
the Company on the cheap rather than to benefit all of the Company's
stockholders.
     Despite the fact that Mr. Holtzman has now admitted his potential
interest in acquiring the Company, he has not yet withdrawn his
consent solicitation. Now it is more important than ever that you not
consent to Holtzman's proposals in order to stop him from being on
both sides of the table in a potential sale of the Company.
     Don't give Seymour Holtzman the opportunity to buy your Company
on the cheap by giving him control of your Board. Protect the value of
your investment!
     As discussed in our previous letters to you, a change in control
of your Board as contemplated by Mr. Holtzman's proposals would give
the Company's lender, BankBoston Retail Finance, Inc., the ability to
terminate its $50 million loan facility and demand immediate payment
of all amounts outstanding under the loan.
     BankBoston has a rather unpleasant business history with Mr.
Holtzman. In 1990, The First National Bank of Boston, an affiliate of
BankBoston Retail Finance, Inc., had outstanding approximately $100
million in loans to Jewelcor, Inc., a company acquired by Holtzman and
others in a leveraged buyout in 1988. Jewelcor, Inc. failed to pay its
scheduled interest in a timely manner prompting BankBoston to initiate
legal action against Jewelcor, Inc. BankBoston lost many millions of
dollars in connection with the bankruptcy of Jewelcor, Inc. following
Mr. Holtzman's acquisition of that company. We believe BankBoston will
not want to risk losing any more money to a Holtzman-controlled
company. You can be sure that the disruption to the Company's business
that would result if BankBoston were to demand immediate payment of
its loan would have a disastrous effect on the process of selling the
Company.
     The Levi Strauss & Co. relationship is also critical to the
ongoing operation of the Company and must be preserved while the sale
process is pending. However, the continued effectiveness of the
Company's license to use the Levi's and Docker's name on its 95 outlet
stores would not be guaranteed if Holtzman gains control of your Board
and Levi Strauss asserts that a transfer of control of the Company has
occurred. If the license is terminated, the Company will lose the
right to operate most of its 95 Levi's and Docker's outlet stores
under the terms of the existing leases for those stores. This scenario
would have a devastating effect on the Company's business and would
jeopardize the sale process.
     The process of identifying and contacting potential buyers for
the Company is well underway. The Special Committee's financial
advisor has sent confidentiality agreements and evaluation materials
to a number of potential buyers (including Mr. Holtzman) who are now
in the process of reviewing this material and, in certain cases, have
already begun their due diligence investigations. Mr. Holtzman's
proposal will be considered along with other bids we hope to receive
as part of that ongoing process.
     The Special Committee is fully committed to maximizing
stockholder value in the near term through a sale of the Company.
Turning control of your Board of Directors to Holtzman could well
deprive you of that value. We urge you not to sign Jewelcor's WHITE
consent card. If you have already signed a WHITE consent card, it's
not too late.
     Even if you have previously signed Jewelcor's WHITE consent card,
please sign, date and mail the enclosed BLUE Consent Revocation Card
immediately. This will help us to end this distraction from our real
goal: to sell the Company to the highest bidder. We need your help to
get the highest possible price. Sign, date and mail the enclosed BLUE
card today.
     The Special Committee thanks you for your continued trust and
support.

                     Sincerely,
                     The Special Committee of the Board of Directors

                     /s/ James G. Groninger
                     James G. Groninger
                     Chairman of the Special Committee



             IF YOU HAVE ANY QUESTIONS ABOUT GIVING YOUR
           REVOCATION OF CONSENT OR REQUIRE ANY ASSISTANCE,
                             PLEASE CALL:
                      INNISFREE M&A INCORPORATED
                    CALL TOLL FREE: [phone]
            BANKS AND BROKERS CALL COLLECT: [phone]

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Forward-looking information requires the Company to make certain estimates and assumptions regarding the Company's strategic direction and the effect of such plans on the Company's financial results. The Company's actual results and the implementation of its plans and operations may differ materially from forward-looking statements made by the Company. The Company encourages readers of forwarding-looking information concerning the Company to refer to its prior filings with the Securities and Exchange Commission that set forth certain risks and uncertainties that may have an impact on future results and direction of the Company.

Designs, Inc. operates 113 outlet and specialty retail apparel stores in two retail formats. These stores are located in outlet parks and enclosed regional shopping malls throughout the eastern United States.