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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Phillips-Van Heusen Corporation
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(Name of Issuer)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
718592108
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP NO. 718592108 13G Page 2 of 6 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PVH Associates Investment Plan Master Trust (F.I.D. 13-3091199)
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
New York
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5 Sole Voting Power
Number of
1,359,381 shares
Shares ----------------------------------------------------------------
6 Shared Voting Power
Beneficially
Owned By 0
----------------------------------------------------------------
Each 7 Sole Dispositive Power
Reporting
0
Person ----------------------------------------------------------------
8 Shared Dispositive Power
With
0
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9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,359,381
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
[ ]
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11 Percent of Class Represented By Amount in Row 9
5.03%
12 Type of Reporting Person*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1(a) Name of Issuer:
Phillips-Van Heusen Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
1290 Avenue of the Americas
New York, New York 10104
Item 2(a) Name of Person Filing:
The PVH Associates Investment Plan Master Trust
(formerly filed under Phillips-Van Heusen
Corporation Associates Investment Plan) (the
"Plan").
Item 2(b) Address of Principal Business Office:
1290 Avenue of the Americas
New York, New York 10104
Item 2(c) Citizenship:
New York State
Item 2(d) Title of Class of Securities:
Common Stock, $1.00 par value per share (the
"Common Stock")
Item 2(e) CUSIP Number:
718592 10 8
Item 3 If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
(f) [X] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
Page 3 of 6 Pages
Item 4. Ownership
(a) Amount Beneficially Owned as of December 31, 1996:
1,359,381 shares
(b) Percent of Class as of December 31, 1996:
5.03%
(c) Number of shares as of December 31, 1996 as to
which such person has:
(i) sole power to vote or direct the vote*:
1,359,381 shares
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
0
(iv) shared power to dispose or direct the
disposition of:
0
- ----------
*Participants in the Plan may direct the vote of shares of Common Stock held by
the Plan with respect to tender or exchange offers subject to section 13(e) or
section 14(d) of the Securities Exchange Act of 1934 and matters which, if
approved or disapproved, would result in a "change in control" (as defined in
the Plan) of the Company.
Page 4 of 6 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
All of the shares of Common Stock held by the Plan are held on
behalf of the employees of Phillips-Van Heusen Corporation and its
subsidiaries who are participants in The Phillips-Van Heusen
Corporation Associates Investment Plan, the PVH Associates
Investment Plan For Hourly Associates Who are Residents of the
Commonwealth of Puerto Rico and the PVH Associates Investment Plan
For Salaried Associates Who are Residents of the Commonwealth of
Puerto Rico.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Page 5 of 6 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 10, 1997
PVH ASSOCIATES INVESTMENT PLAN MASTER TRUST
By: The Chase Manhattan Bank, as Trustee
By /s/ Rose M. Serels
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Rose M. Serels,
Vice-President
Page 6 of 6 Pages