SECURITIES & EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q

(Mark One)
    
 X  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended July 31, 1994                              


                                      OR

   
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from                     to                     

                       Commission file number    1-724  



                       PHILLIPS-VAN HEUSEN CORPORATION                    
            (Exact name of registrant as specified in its charter)



           Delaware                                      13-1166910       
(State or other jurisdiction of                       (IRS Employer
 incorporation or organization)                       Identification No.)


1290 Avenue of the Americas     New York, New York                10104   
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number                (212) 541-5200               


Indicate by check mark whether registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.
Yes  X  No    

The number of outstanding shares of common stock, par value $1.00 per 
share, of Phillips-Van Heusen Corporation as of August 25, 1994:  26,560,915
shares.
PHILLIPS-VAN HEUSEN CORPORATION

INDEX

PART I -- FINANCIAL INFORMATION

Independent Auditors Review Report....................................    1

Consolidated Balance Sheets as of July 31, 1994 and 
January 30, 1994......................................................    2 

Consolidated Statements of Income for the thirteen weeks and
twenty-six weeks ended July 31, 1994 and August 1, 1993...............    3  

Consolidated Statements of Cash Flows for the twenty-six weeks
ended July 31, 1994 and August 1, 1993................................    4  

Notes to Consolidated Financial Statements............................   5-6   


Management's Discussion and Analysis of Results of Operations
and Financial Condition...............................................   7-9   


PART II -- OTHER INFORMATION

ITEM 4 - Submission of Matters to a Vote of Stockholders..............   10

ITEM 6 - Exhibits and Reports on Form 8-K.............................  10-12

Exhibit--Computation of Earnings per Share............................   13   

Exhibit--Acknowledgment of Independent Auditors.......................   14  

Signatures............................................................   15  

                      Independent Auditors Review Report


Stockholders and Board of Directors
Phillips-Van Heusen Corporation

We have reviewed the accompanying condensed consolidated balance sheet of
Phillips-Van Heusen Corporation as of July 31, 1994, and the related condensed
consolidated statements of income and cash flows for the 13 and 26 week
periods ended July 31, 1994 and August 1, 1993.  These financial statements
are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole.  Accordingly, we do not
express such an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
referred to above for them to be in conformity with generally accepted
accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Phillips-Van Heusen Corporation
as of January 30, 1994, and the related consolidated statements of income,
stockholders' equity, and cash flows for the year then ended (not presented
herein) and in our report dated March 17, 1994, we expressed an unqualified
opinion on those consolidated financial statements.  In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of January 30, 1994, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.

                                                ERNST & YOUNG LLP



New York, New York
August 16, 1994










                                      -1-

Phillips-Van Heusen Corporation
Consolidated Balance Sheets
(In thousands, except share data)
UNAUDITED AUDITED July 31, January 30, 1994 1994 ASSETS Current Assets: Cash, including cash equivalents of $13,885 and $66,064 $ 16,958 $ 68,070 Trade receivables, less allowances of $1,468 and $2,171 69,752 61,986 Other receivables 5,228 3,847 Inventories 294,912 269,871 Other, including deferred taxes of $5,727 17,562 14,928 Total Current Assets 404,412 418,702 Property, Plant and Equipment 117,758 109,506 Intangibles Applicable to Businesses Acquired 17,961 18,189 Other Assets, including deferred taxes of $4,608 8,206 8,374 $548,337 $554,771 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 37,601 $ 42,188 Accrued expenses 61,901 60,696 Accrued income taxes 1,766 6,027 Current portion of long-term debt 245 245 Total Current Liabilities 101,513 109,156 Long-Term Debt, less current portion 169,937 169,934 Other Liabilities 30,177 28,882 Stockholders' Equity: Preferred Stock, par value $100 per share; 150,000 shares authorized, no shares outstanding Common Stock, par value $1 per share; 100,000,000 shares authorized; shares issued 33,289,477 and 33,190,750 33,289 33,191 Additional Capital 118,956 118,360 Retained Earnings 268,272 269,055 420,517 420,606 Less: 6,728,576 shares of common stock held in treasury--at cost (173,807) (173,807) Total Stockholders' Equity 246,710 246,799 $548,337 $554,771 See accompanying notes.
-2- Phillips-Van Heusen Corporation Consolidated Statements of Income Unaudited (In thousands, except per share amounts)
Thirteen Weeks Twenty-Six Weeks Ended Ended July 31, August 1, July 31, August 1, 1994 1993 1994 1993 Net sales $283,771 $264,016 $522,668 $485,940 Cost of goods sold 189,010 167,016 348,745 310,816 Gross profit 94,761 97,000 173,923 175,124 Selling, general and administrative expenses 82,459 81,344 163,830 158,572 Income before interest and taxes 12,302 15,656 10,093 16,552 Interest expense, net 3,362 4,380 6,684 8,498 Income before taxes 8,940 11,276 3,409 8,054 Income taxes 3,205 3,519 1,205 2,505 Net income 5,735 7,757 2,204 5,549 Net income per share $ 0.21 $ 0.29 $ 0.08 $ 0.21 Cash dividends per share $ 0.0375 $ 0.0375 $ 0.075 $ 0.075 See accompanying notes.
-3- Phillips-Van Heusen Corporation Consolidated Statements of Cash Flows Unaudited (In Thousands) Twenty-Six Weeks Ended July 31, August 1, 1994 1993 OPERATING ACTIVITIES: Net Income $ 2,204 $ 5,549 Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 11,458 9,174 Other-net (2,028) 43 11,634 14,766 Changes in operating assets and liabilities: Receivables (9,147) (10,274) Inventories (25,041) (72,239) Accounts payable and accrued expenses (8,188) (3,551) Other-net (2,634) (1,990) Net Cash Used By Operating Activities (33,376) (73,288) INVESTING ACTIVITIES: Plant and equipment acquired (20,736) (20,022) Contributions from landlords 4,010 3,905 Other-net 1,283 2,985 Net Cash Used By Investing Activities (15,443) (13,132) FINANCING ACTIVITIES: Proceeds from revolving line of credit and long- term borrowings 25,000 Payments on revolving line of credit and long- term borrowings (2) Exercise of stock options 694 966 Payment of dividends (2,987) (2,931) Net Cash (Used) Provided By Financing Activities (2,293) 23,033 (DECREASE) IN CASH (51,112) (63,387) Cash at beginning of period 68,070 77,063 Cash at end of period $16,958 $ 13,676 See accompanying notes. -4- Phillips-Van Heusen Corporation Notes To Consolidated Financial Statements (In Thousands) GENERAL The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not contain all disclosures required by generally accepted accounting principles for complete financial statements. Reference should be made to the annual financial statements, including the footnotes thereto, included in the Company's Annual Report to Stockholders for the year ended January 30, 1994. The results of operations for the thirteen and twenty-six weeks ended July 31, 1994 and August 1, 1993 are not necessarily indicative of those for a full fiscal year because of seasonal factors. The data contained in these financial statements are unaudited and are subject to year-end adjustments; however, in the opinion of management, all known adjustments (which consist only of normal recurring accruals) have been made to present fairly the consolidated operating results for the unaudited periods. Certain reclassifications have been made to the segment information for the thirteen and twenty-six weeks ended August 1, 1993 to present that information on a basis consistent with the thirteen and twenty-six weeks ended July 31, 1994. INVENTORIES Inventories are summarized as follows: July 31, January 30, 1994 1994 Raw materials $ 19,905 $ 16,710 Work in process 19,449 13,941 Finished goods 255,558 239,220 Total $294,912 $269,871 Inventories are stated at the lower of cost or market. Cost for the apparel business is determined principally using the last-in first-out method (LIFO). Cost for the footwear business is determined using the first-in first-out method (FIFO). Inventories would have been $13,691 and $11,500 higher than reported at July 31, 1994 and January 30, 1994, respectively, if the FIFO method of inventory accounting had been used for the apparel business. The determination of cost of sales and inventories under the LIFO method can only be made at the end of each fiscal year based on inventory cost and quantities on hand. Interim LIFO determinations are based on management's estimates of expected year-end inventory levels and costs. Such estimates are subject to revision at the end of each quarter. Since estimates of future inventory levels and costs are subject to external factors, interim financial results are subject to year-end LIFO inventory adjustments. -5- SEGMENT DATA The Company operates in two industry segments: (i) apparel - the manufacture, procurement for sale and marketing of a broad range of men's and women's apparel to traditional wholesale accounts as well as through Company-owned retail stores, and (ii) footwear - the manufacture, procurement for sale and marketing of a broad range of men's, women's and children's shoes to traditional wholesale accounts as well as through Company-owned retail stores. Operating income represents net sales less operating expenses. Excluded from operating results of the segments are interest expense, net, corporate expenses and income taxes. Thirteen Weeks Twenty-Six Weeks Ended Ended July 31, August 1, July 31, August 1, 1994 1993 1994 1993 Net sales-apparel $191,135 $170,499 $350,238 $318,011 Net sales-footwear 92,636 93,517 172,430 167,929 Total net sales $283,771 $264,016 $522,668 $485,940 Operating income-apparel $ 3,923 $ 8,039 $ 2,303 $ 5,795 Operating income-footwear 10,438 10,696 12,355 15,540 Total operating income 14,361 18,735 14,658 21,335 Corporate expenses (2,060) (3,079) (4,566) (4,783) Interest expense, net (3,361) (4,380) (6,683) (8,498) Income before taxes $ 8,940 $ 11,276 $ 3,409 $ 8,054 -6- MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Thirteen Weeks Ended July 31, 1994 Compared to Thirteen Weeks Ended August 1, 1993 APPAREL Net sales of the Company's apparel segment in the second quarter were $191.1 million in 1994 and $170.5 million last year, an increase of approximately 12.1%. Growth of the Company's retail operations and the expanded offering of apparel in the Company's Bass stores accounted for this increase. Operating income of the apparel segment decreased to $3.9 million in the second quarter of 1994 from $8.0 million in the second quarter of 1993. The 12.1% increase in sales and an ongoing expense reduction program were offset by significant costs associated with the introduction of the Company's new "Wrinkle-Free" dress shirts and reduced margins from a generally weak dress shirt market. The prior year's quarter also included the reversal of certain fringe benefit accruals. In addition, the second quarter LIFO charge was $1.8 million in 1994 compared to $47,000 last year. This increase was caused, in large part, by a 35% increase in cotton prices. FOOTWEAR Net sales of the Company's footwear segment, conducted through its Bass division, were $92.6 million in the second quarter of 1994 and $93.5 million last year, a decrease of approximately 1.0%. Increased sales of sandals were offset by reduced sales of canvas and "Buc" shoes and the closing of several unprofitable Bass retail stores. Operating income of the footwear segment decreased to $10.4 million in the second quarter of 1994 from $10.7 million in the second quarter of 1993. The benefits from the Company's expense reduction program were offset by reduced margins on sales to traditional wholesale customers. INTEREST EXPENSE Net interest expense was $3.4 million in the second quarter of 1994 compared with $4.4 million last year. This decrease resulted from the Company's issuance of $100 million of 7.75% Debentures due 2023 in the fourth quarter of 1993 and the use of the net proceeds to redeem higher cost long-term debt. INCOME TAXES Income tax was estimated at rates of 35.9% and 35.3% for the second quarter and year of 1994 compared with last year's rates of 31.2% and 32.0% for the second quarter and year, respectively. The increase in rates is due to normally taxed income increasing more rapidly than tax exempt income from operations in Puerto Rico. -7- CORPORATE EXPENSES Corporate expenses were $2.1 million in the second quarter of 1994 compared to $3.1 million in 1993. A modest increase in Corporate expenses was offset by a reduction to the Company's unfunded supplemental savings plan liability. Twenty-Six Weeks Ended July 31, 1994 Compared to Twenty-Six Weeks Ended August 1, 1993 APPAREL Net sales of the Company's apparel segment were $350.2 million during the first six months of 1994, an increase of 10.1% from the prior year's $318.0 million. Growth of the Company's retail operations and the expanded offering of apparel in the Company's Bass stores accounted for this increase. Operating income of the apparel segment was $2.3 million in the six month period, compared to $5.8 million in the prior year. The 10.1% increase in sales and an ongoing expense reduction program were offset by significant costs associated with the introduction of the Company's new "Wrinkle-Free" dress shirts and reduced margins from a generally weak dress shirt market. The prior year also included the reversal of certain fringe benefit accruals. In addition, the current year includes a LIFO charge of $2.2 million compared with a charge of $1.6 million in the prior year. This increase was caused, in large part, by a 35% increase in cotton prices. FOOTWEAR Net sales of the Company's footwear segment were $172.4 million, an increase of 2.7% over the prior year's $167.9 million. Increased sales of sandals were offset, in part, by weaker sales of canvas and "Buc" shoes and the closing of several unprofitable Bass retail stores. Operating income of the footwear segment decreased 20.5% to $12.4 million compared with $15.5 million in the prior year. The benefits from the Company's expense reduction program were offset by reduced margins on sales to traditional wholesale customers and from first quarter promotional selling in the Company's Bass stores to remove slower moving merchandise from inventory. INTEREST EXPENSE Net interest expense was $6.7 million in the first half of 1994 compared with $8.5 million last year. This decrease resulted from the Company's issuance of $100 million of 7.75% Debentures due 2023 in the fourth quarter of 1993 and the use of the net proceeds to redeem higher cost long-term debt. INCOME TAXES Income tax was estimated at a rate of 35.3% for the first half and year of 1994 compared with last year's rates of 31.5% and 32.0% for the first half and year, respectively. The increase in rate is due to normally taxed income increasing more rapidly than tax exempt income from operations in Puerto Rico. -8- CORPORATE EXPENSES Corporate expenses were $4.6 million in the first half of 1994 compared to $4.8 million in 1993. A modest increase in Corporate expenses was offset by a reduction to the Company's unfunded supplemental savings plan liability. SEASONALITY The Company's business is seasonal, with higher sales and income during its third and fourth fiscal quarters. This reflects primarily the Company's significantly higher sales and operating margins during the Company's two peak retail selling seasons: the first running from the start of the summer vacation period in late May and continuing through September; the second being the Christmas selling season beginning with the weekend following Thanksgiving and continuing through the week after Christmas. Also contributing to the strength of the third fiscal quarter is the high volume of fall shipments to customers of each wholesale division. Fall shipments are larger in volume and profitability than first fiscal quarter spring shipments. The slower spring selling season at wholesale combined with retail seasonality makes the first fiscal quarter particularly weak. As the Company continues to expand its retail business, these seasonal differences are expected to become more significant. LIQUIDITY AND CAPITAL RESOURCES The seasonal nature of the Company's business typically requires the use of cash to fund a build up in the Company's inventory in the first half of each fiscal year. During the third and fourth quarters, the Company's higher level of sales tends to reduce its inventory and generate cash from operations. Cash used by operations in the first half totalled $33.4 million in 1994 and $73.3 million last year. This improvement was achieved as a result of the Company's focus on inventory management. Although the Company anticipates double-digit percentage sales growth in the second half of 1994, inventories are 10.9% lower at the end of the current quarter compared to the end of last year's second quarter. For short-term liquidity, the Company has a revolving credit agreement under which the Company may, at its option, borrow and repay amounts up to a maximum of $85 million, except that for the Company's third quarter, during which period its borrowings peak, the maximum amount available to the Company is $100 million. The Company does not presently have any outstanding borrowings from its revolving credit facility and does not contemplate borrowing from this facility in the immediate future. The Company's ability to generate earnings has enabled it to reduce its long- term debt (net of invested cash) as a percentage of total capital to 38.7% at the end of the current quarter compared to 42.3% at the end of last year's second quarter. -9- Part II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS The Annual Meeting of Stockholders of the Registrant was held on June 14, 1994. The total shares of Common Stock entitled to vote were 26,545,580. There were present in person or by proxy holders of 93.7% of these shares. The following directors were elected to serve for a term of three years: For Vote Withheld Ellis E. Meredith 24,660,514 205,100 Lawrence S. Phillips 24,590,284 275,330 Peter J. Solomon 24,576,434 289,180 Irwin W. Winter 24,589,335 276,279 The Company's Stock Option Plan was amended to ensure that options granted under such plan qualify as "performance-based compensation" under the Omnibus Budget Reconciliation Act of 1993 with a vote of 23,873,028 For and 769,609 Against. Ernst & Young was appointed to serve as the Company's independent auditors until the next meeting of stockholders. The vote was 24,694,466 For and 32,720 Against. The resolution proposed by a stockholder that new Directors be elected annually and not by classes, as is now provided, was defeated with a vote of 14,007,893 Against and 8,882,386 For. The resolution proposed by a stockholder that the Company redeem the outstanding Preferred Stock Purchase Rights issued in 1986 was defeated with a vote of 11,867,561 Against and 10,921,728 For. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are included herein: 4.1 Specimen of Common Stock certificate (incorporated by reference to Exhibit 4 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1981). 4.2 Preferred Stock Purchase Rights Agreement (the "Rights Agreement"), dated June 10, 1986 between PVH and The Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit 3 to the Company's Quarterly Report as filed on Form 10-Q for the period ended May 4, 1986). -10- 4.3 Amendment to the Rights Agreement, dated March 31, 1987 between PVH and The Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit 4(c) to the Company's Annual Report on Form 10-K for the year ended February 2, 1987). 4.4 Supplemental Rights Agreement and Second Amendment to the Rights Agreement, dated as of July 30, 1987, between PVH and The Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit (c)(4) to the Company's Schedule 13E-4, Issuer Tender Offer Statement, dated July 31,1987). 4.5 Credit Agreement, dated as of December 16, 1993, among PVH, Bankers Trust Company, The Chase Manhattan Bank, N.A., Citibank, N.A., The Bank of New York, Chemical Bank and Philadelphia National Bank, and Bankers Trust Company, as agent (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1994). 4.6 Note Agreement, dated October 1, 1992, among PVH, The Equitable Life Assurance Society of the United States, Equitable Variable Life Insurance Company, Unum Life Insurance Company of America, Nationwide Life Insurance Company, Employers Life Insurance Company of Wausau and Lutheran Brotherhood (incorporated by reference to Exhibit 4.21 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1993). 4.7 Indenture, dated as of November 1, 1993, between PVH and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 (Reg. No. 33- 50751) filed on October 26, 1993). 10.1 1987 Stock Option Plan, including all amendments through March 30, 1993 (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1994). 10.2 1973 Employees' Stock Option Plan (incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form S-8 (Reg. No. 2-72959) filed on July 15, 1981). 10.3 Supplement to 1973 Employees' Stock Option Plan (incorporated by reference to the Company's Prospectus filed pursuant to Rule 424(c) to the Registration Statement on Form S-8 (Reg. No. 2-72959) filed on March 31, 1982). 10.4 Phillips-Van Heusen Corporation Special Severance Benefit Plan (incorporated by reference to the Company's Report on Form 8-K filed on January 16, 1987). 10.5 Phillips-Van Heusen Corporation Capital Accumulation Plan (incorporated by reference to the Company's Report on Form 8-K filed on January 16, 1987). -11- 10.6 Phillips-Van Heusen Corporation Amendment to Capital Accumulation Plan (incorporated by reference to Exhibit 10(n) to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 1987). 10.7 Form of Agreement amending Phillips-Van Heusen Corporation Capital Accumulation Plan with respect to individual participants (incorporated by reference to Exhibit 10(1) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1988). 10.8 Phillips-Van Heusen Corporation Supplemental Defined Benefit Plan, dated January 1, 1991, as amended and restated on June 2, 1992 (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1993). 10.9 Phillips-Van Heusen Corporation Supplemental Savings Plan, dated as of January 1, 1991 and amended and restated as of January 1, 1992 (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 1992). 11. Computation of Earnings per Share. 15. Acknowledgement of Independent Auditors. (b) Reports on Form 8-K No reports have been filed on Form 8-K during the quarter covered by this report. -12- Exhibit 11 PHILLIPS-VAN HEUSEN CORPORATION COMPUTATION OF EARNINGS PER SHARE (In thousands, except per share amounts)
Thirteen Weeks Twenty-Six Weeks Ended Ended July 31, August 1, July 31, August 1, 1994 1993 1994 1993 Primary: Net income $ 5,735 $ 7,757 $ 2,204 $ 5,549 Common shares and common share equivalents: Weighted average number of shares outstanding 26,555 26,089 26,537 26,050 Shares issuable upon exercise of dilutive common stock options, net of shares assumed to be repurchased (at the average period market price) out of proceeds obtained therefrom 643 974 721 1,003 Total common shares and common share equivalents 27,198 27,063 27,258 27,053 Net income per common share and common share equivalents $ 0.21 $ 0.29 $ 0.08 $ 0.21 Fully diluted: Net income $ 5,735 $ 7,757 $ 2,204 $ 5,549 Total common shares and common share equivalents (see above) 27,198 27,063 27,258 27,053 Additional shares issuable upon the exercise of dilutive common stock options, net of shares assumed to be repurchased (at the greater of average period or period end market price) Total common shares and common share equivalents assuming full dilution 27,198 27,063 27,258 27,053 Net income per common share and common share equivalents (1) (1) (1) (1) (1) Amounts not shown since results are not different from primary net income per share.
-13- Exhibit 15 August 16, 1994 Stockholders and Board of Directors Phillips-Van Heusen Corporation We are aware of the incorporation by reference in the Registration Statement (Form S-8, No. 33-59602), Registration Statement (Form S-8, No. 33-38698), Post-Effective amendment No. 1 to the Registration Statement (Form S-8, No. 33-24057), Post-Effective amendment No. 2 to the Registration Statement (Form S-8, No. 2-73803), Post-Effective amendment No. 4 to the Registration Statement (Form S-8, No. 2-72959), Post-Effective amendment No. 6 to the Registration Statement (Form S-8, No. 2-64564), and Post-Effective amendment No. 13 to the Registration Statement (Form S-8, No. 2-47910), of Phillips-Van Heusen Corporation of our report dated August , 1994 relating to the unaudited condensed consolidated interim financial statements of Phillips-Van Heusen Corporation which are included in its Form 10-Q for the three and six month periods ended July 31, 1994. Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part of the registration statements or post-effective amendments prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. ERNST & YOUNG LLP New York, New York -14- SIGNATURES 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 thereunto duly authorized. PHILLIPS-VAN HEUSEN CORPORATION Registrant September 9, 1994 /s/ Emanuel Chirico Emanuel Chirico, Controller Vice President and Chief Accounting Officer -15-