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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 April 30, 2000

___ 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.)

200 Madison Avenue New York, New York 10016

(Address of principal executive offices)

Registrant's telephone number (212) 381-3500

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 May 19, 2000: 27,289,869 shares.

PHILLIPS-VAN HEUSEN CORPORATION

INDEX

PART I -- FINANCIAL INFORMATION

Item 1 - Financial Statements

Independent Accountants Review Report.................................	1

Condensed Consolidated Balance Sheets as of April 30, 2000 and
January 30, 2000......................................................	2

Condensed Consolidated Statements of Operations for the thirteen
weeks ended April 30, 2000 and May 2, 1999............................	3

Condensed Consolidated Statements of Cash Flows for the thirteen
weeks ended April 30, 2000 and May 2, 1999............................	4

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

Item 2 - Management's Discussion and Analysis of Results of Operations
and Financial Condition...............................................	7-9


PART II -- OTHER INFORMATION

ITEM 6 - Exhibits and Reports on Form 8-K.............................	10-11

Signatures............................................................	12

Exhibit--Acknowledgment of Independent Accountants....................	13

Exhibit--Financial Data Schedule......................................	14

Independent Accountants 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 April 30, 2000, and the related condensed consolidated statements of operations and cash flows for the thirteen week periods ended April 30, 2000 and May 2, 1999. 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 auditing standards generally accepted in the United States, 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 accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Phillips-Van Heusen Corporation as of January 30, 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated March 7, 2000, 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, 2000, 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

May 17, 2000

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Phillips-Van Heusen Corporation

Condensed Consolidated Balance Sheets

(In thousands, except share data)

	UNAUDITED		AUDITED
	April 30,		January 30,
	2000		2000

ASSETS
Current Assets:
Cash, including cash equivalents of $50,031 and $94,543		$ 50,296		$ 94,821
Trade receivables, less allowances of $2,088 and $2,305		95,596		66,422
Inventories		244,455		222,976
Other, including deferred taxes of $23,052		41,186		41,751
Total Current Assets		431,533		425,970
Property, Plant and Equipment		106,268		106,122
Goodwill		83,089		83,578
Other Assets, including deferred taxes of $33,239 and
$31,800		58,559		58,078
		$679,449		$673,748

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$ 37,192		$ 39,858
Accrued expenses		96,025		84,722
Total Current Liabilities		133,217		124,580
Long-Term Debt		248,801		248,784
Other Liabilities		59,703		58,699
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 27,289,869		27,290		27,290
Additional Capital		117,697		117,697
Retained Earnings		92,741		96,698
Total Stockholders' Equity		237,728		241,685

		$679,449		$673,748

See accompanying notes.

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Phillips-Van Heusen Corporation

Condensed Consolidated Statements of Operations

Unaudited

(In thousands, except per share data)

		Thirteen Weeks Ended
		April 30,		May 2,
		2000		1999

Net sales	$310,310		$289,699

Cost of goods sold	204,067		188,891

Gross profit	106,243		100,808

Selling, general and administrative expenses	104,198		100,834

Income (loss) before interest and taxes	2,045		(26)

Interest expense, net	5,127		6,143

Loss before taxes	(3,082)		(6,169)

Income tax benefit	1,171		1,544

Net loss	$ (1,911)		$ (4,625)

Basic and diluted net loss per share	$ (0.07)		$ (0.17)


Dividends declared per common share	$ 0.075		$ 0.075

See accompanying notes.

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Phillips-Van Heusen Corporation

Condensed Consolidated Statements of Cash Flows

Unaudited

(In thousands)

		Thirteen Weeks Ended
		April 30,		May 2,
		2000		1999

OPERATING ACTIVITIES:
Net loss	$ (1,911)		$ (4,625)
Adjustments to reconcile to net cash used
by operating activities:
Depreciation and amortization	4,797		4,800
Equity income	(252)		(270)
Deferred income taxes	(1,439)		(1,544)

Changes in operating assets and liabilities:
Receivables	(29,174)		(9,375)
Inventories	(21,479)		(3,843)
Accounts payable and accrued expenses	8,506		(2,934)
Acquisition of inventory associated with
license agreement			(17,212)
Other-net	2,703		999
Net Cash Used By Operating Activities	(38,249)		(34,004)


INVESTING ACTIVITIES:
Sale of Gant trademark, net of related costs			67,000
Property, plant and equipment acquired	(4,230)		(2,461)
Net Cash Provided (Used) By Investing Activities	(4,230)		64,539


FINANCING ACTIVITIES:
Proceeds from revolving lines of credit			41,600
Payments on revolving lines of credit			(61,600)
Cash dividends	(2,046)		(2,045)
Net Cash Used By Financing Activities	(2,046)		(22,045)

Increase (Decrease) In Cash	(44,525)		8,490

Cash at beginning of period	94,821		10,957

Cash at end of period	$ 50,296		$ 19,447

See accompanying notes.

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PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

GENERAL

The accompanying unaudited condensed 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 audited consolidated financial statements, including the footnotes thereto, included in the Company's Annual Report to Stockholders for the year ended January 30, 2000.

The preparation of interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from the estimates.

The results of operations for the thirteen weeks ended April 30, 2000 and May 2, 1999 are not necessarily indicative of those for a full fiscal year due, in part, to 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 condensed consolidated financial statements for the thirteen weeks ended May 2, 1999 to present that information on a basis consistent with the thirteen weeks ended April 30, 2000.

INVENTORIES

Inventories are summarized as follows:

		April 30,		January 30,
		2000		2000

Raw materials	$ 13,788		$ 14,485
Work in process	12,457		11,995
Finished goods	218,210		196,496

Total	$244,455		$222,976

Inventories are stated at the lower of cost or market. Cost for certain apparel inventories is determined using the last-in, first-out method (LIFO). Cost for footwear and other apparel inventories is determined using the first-in, first-out method (FIFO). Inventories would have been approximately $5,600 higher than reported at April 30, 2000 and January 30, 2000, if the FIFO method of inventory accounting had been used for all apparel.

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The final 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.

EARNINGS PER SHARE

The Company computed its basic and diluted earnings per share by dividing net loss by the weighted average common shares outstanding. Such shares were 27,289,869 and 27,287,985 in the first quarter of 2000 and 1999, respectively.

SEGMENT DATA

The Company manages and analyzes its operating results by its two vertically integrated business segments: (i) Apparel and (ii) Footwear and Related Products. In identifying its reportable segments, the Company evaluated its operating divisions and product offerings. The Company aggregates the results of its apparel divisions into the Apparel segment. This segment derives revenues from marketing dresswear, sportswear and accessories, principally under the brand names Van Heusen, Izod, Geoffrey Beene, John Henry, Manhattan, DKNY and FUBU. The Company's footwear business has been identified as the Footwear and Related Products segment. This segment derives revenues from marketing casual footwear, apparel and accessories under the Bass brand name. Sales for both segments occur principally in the United States.

(In thousands)

	Segment Data
	Thirteen Weeks Ended
	4/30/00	5/2/99

Net sales-apparel	$222,558	$202,058

Net sales-footwear and related products	87,752	87,641

Total net sales	$310,310	$289,699

Operating income - apparel	$ 4,726	$ 3,763

Operating income-footwear and related products	1,301	1,191

Total operating income	6,027	4,954

Corporate expenses	3,982	4,980

Income (loss) before interest and taxes	$ 2,045	$ (26)

Corporate expenses for the thirteen weeks ended May 2, 1999 include Year 2000 computer conversion costs of $1,450.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations

Thirteen Weeks Ended April 30, 2000 Compared With Thirteen Weeks Ended

May 2, 1999

APPAREL

Net sales of the Company's apparel segment in the first quarter were $222.6 million in 2000 compared with $202.1 million last year, a 10.1% increase. This improvement was due to significant sales increases across all apparel divisions, particularly Izod and the Dress Shirt Group which included the impact of first quarter sales of John Henry and Manhattan brand dress shirts. Included in the first quarter of 1999 were $31.8 million of sales related to the Gant and Izod Club businesses which were disposed of in 1999. Excluding sales of Gant and Izod Club, apparel sales increased 30.7% over the prior year.

Gross profit on apparel sales was 32.6% in the first quarter compared with 33.4% last year. This decrease was due principally to a change in product mix as the above mentioned John Henry and Manhattan brand dress shirts have lower gross margins.

Selling, general and administrative expenses as a percentage of apparel sales were 30.4% in the first quarter compared with 31.5% last year. The improvement resulted principally from the additional leveraging of expenses on increased sales.

FOOTWEAR AND RELATED PRODUCTS

Net sales of the Company's footwear and related products segment in the first quarter were $87.8 million in 2000 compared with $87.6 million last year.

Gross profit on footwear and related products sales was 38.3% in the first quarter of 2000 compared with 37.4% last year. This increase was due principally to the closing of manufacturing operations in 1999 which lowered product costs.

Selling, general and administrative expenses as a percentage of footwear and related products sales in the first quarter were 36.9% in 2000 compared with 36.0% in 1999. This increase resulted principally from administrative cost increases against relatively flat sales.

INTEREST EXPENSE

Interest expense in the first quarter was $5.1 million in 2000 compared with

$6.1 million last year. Interest expense decreased principally from the cash generated in 1999 associated with the liquidation of the Gant and Izod Club businesses coupled with the continued tight management of net assets.

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INCOME TAXES

Income taxes were estimated at a rate of 38.0% for the current year compared with the 1999 full year rate of 34.8%. The increased rate in the current year results principally from closing the Company's Bass manufacturing operations in Puerto Rico in the third quarter of 1999, resulting in a higher percentage of pre-tax income being subject to U.S. tax.

CORPORATE EXPENSES

Corporate expenses in the first quarter were $4.0 million in 2000 compared with $5.0 million in 1999. This decrease relates principally to the absence of Year 2000 computer conversion costs.

SEASONALITY

The Company's business is seasonal, with higher sales and income during its third and fourth quarters, which coincide with the Company's two peak retail selling seasons: the first running from the start of the back to school and Fall selling seasons beginning in August 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 quarter is the high volume of Fall shipments to wholesale customers which are generally more profitable than Spring shipments. The slower Spring selling season at wholesale combines with retail seasonality to make the first quarter particularly weak.

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.

Net cash used by operations in the first quarter was $38.2 million in 2000 and $34.0 million in the prior year. This increase was due principally to the use of working capital associated with the increased sales of the apparel segment.

The Company has a $325 million credit agreement which includes a revolving credit facility under which the Company may, at its option, borrow and repay amounts within certain limits. The agreement also includes a letter of credit facility with a sub-limit of $250 million, provided, however, that the aggregate maximum amount outstanding under both the revolving credit facility and the letter of credit facility is $325 million. The Company believes that its borrowing capacity under these facilities is adequate for its peak seasonal needs for the foreseeable future.

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* * *

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Forward-looking statements in this Form 10-Q report including, without limitation, statements relating to the Company's plans, strategies, objectives, expectations and intentions, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be anticipated, including, without limitation, the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the levels of sales of the Company's apparel and footwear products, both to its wholesale customers and in its retail stores, and the extent of discounts and promotional pricing in which the Company is required to engage, all of which can be affected by weather conditions, changes in the economy, fashion trends and other factors; (iii) the Company's plans and results of operations will be affected by the Company's ability to manage its growth and inventory; and (iv) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission.

* * *

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Part II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)	The following exhibits are included herein:

	3.1	Certificate of Incorporation (incorporated by reference to Exhibit 5 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 1977).

	3.2	Amendment to Certificate of Incorporation, filed June 27, 1984 (incorporated by reference to Exhibit 3B to the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 1985).

	3.3	Certificate of Designation of Series A Cumulative Participating Preferred Stock, filed June 10, 1986 (incorporated by reference to Exhibit A of the document filed as Exhibit 3 to the Company's Quarterly Report as filed on Form 10-Q for the period ended May 4, 1986).

	3.4	Amendment to Certificate of Incorporation, filed June 2, 1987 (incorporated by reference to Exhibit 3(c) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1988).

	3.5	Amendment to Certificate of Incorporation, filed June 1, 1993 (incorporated by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1994).

	3.6	Amendment to Certificate of Incorporation, filed June 20, 1996 (incorporated by reference to Exhibit 3.1 to the Company's Report on Form 10-Q for the period ended July 28, 1996).

	3.7	By-Laws of Phillips-Van Heusen Corporation, as amended through June 18, 1996 (incorporated by reference to Exhibit 3.2 to the Company's Report on Form 10-Q for the period ended July 28, 1996).

	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).

	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).

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	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	Third Amendment to Rights Agreement, dated June 30, 1992, from Phillips-Van Heusen Corporation to The Chase Manhattan Bank, N.A. and The Bank of New York.

	4.6	Notice of extension of the Rights Agreement, dated June 5, 1996, from Phillips-Van Heusen Corporation to The Bank of New York (incorporated by reference to Exhibit 4.13 to the Company's report on Form 10-Q for the period ended April 28, 1996).

	4.7	Fourth Amendment to Rights Agreement, dated April 25, 2000, from Phillips-Van Heusen Corporation to The Bank of New York.

	4.8	Credit Agreement, dated as of April 22, 1998, among PVH, the group of lenders party hereto, The Chase Manhattan Bank, as Administrative Agent and Collateral Agent, and Citicorp USA, Inc., as Documentation Agent (incorporated by reference to Exhibit 4.6 to the Company's report on Form 10-Q for the period ended May 3, 1998).

	4.9	Amendment No. 1, dated as of November 17, 1998, to the Credit Agreement, dated as of April 22, 1998, among PVH, the group of lenders party hereto, The Chase Manhattan Bank, as Administrative Agent and Collateral Agent, and Citicorp USA, Inc., as Documentation Agent (incorporated by reference to Exhibit 4.7 to the Company's report on Form 10-K for the year ended January 31, 1999).

	4.10	Consent, Waiver and Amendment No. 2, dated as of February 23, 1999, to the Credit Agreement, dated as of April 22, 1998, among PVH, the group of lenders party hereto, The Chase Manhattan Bank, as Administrative Agent and Collateral Agent, and Citicorp USA, Inc., as Documentation Agent (incorporated by reference to Exhibit 4.8 to the Company's report on Form 10-K for the year ended January 31, 1999).

	4.11	Indenture, dated as of April 22, 1998, with PVH as issuer and Union Bank of California, N.A., as Trustee (incorporated by reference to Exhibit 4.7 to the Company's report on Form 10-Q for the period ended May 3, 1998).

	4.12	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).

	15.	Acknowledgement of Independent Accountants

	27.	Financial Data Schedule

(b)	Reports on Form 8-K filed during the quarter ended April 30, 2000.

	No reports have been filed on Form 8-K during the quarter covered by this report.

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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

June 5, 2000

	/s/ Vincent A. Russo
	Vincent A. Russo
	Vice President and Controller

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Exhibit 15

June 5, 2000

Stockholders and Board of Directors

Phillips-Van Heusen Corporation

We are aware of the incorporation by reference in

(i) Post-Effective Amendment No. 2 to the Registration Statement (Form S-8, No. 2-73803), which relates to the Phillips-Van Heusen Corporation Employee Savings and Retirement Plan,

(ii) Registration Statement (Form S-8, No. 33-50841) and Registration Statement (Form S-8, No. 33-59602), each of which relate to the Phillips-Van Heusen Corporation Associates Investment Plan for Residents of the Commonwealth of Puerto Rico,

(iii) Registration Statement (Form S-8, No. 33-59101), which relates to the Voluntary Investment Plan of Phillips-Van Heusen Corporation (Crystal Brands Division),

(iv) Registration Statement (Form S-8, No. 33-38698), Post-Effective Amendment No. 1 to Registration Statement (Form S-8, No. 33-24057) and Registration Statement (Form S-8, No. 33-60793), each of which relate to the Phillips-Van Heusen Corporation 1987 Stock Option Plan,

(v) Registration Statement (Form S-8, No. 333-29765) which relates to the Phillips-Van Heusen Corporation 1997 Stock Option Plan.

of our report dated May 17, 2000 relating to the unaudited condensed consolidated interim financial statements of Phillips-Van Heusen Corporation that are included in its Form 10-Q for the thirteen week period ended April 30, 2000.

Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are 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

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                         THIRD AMENDMENT
                       TO RIGHTS AGREEMENT


           This  Amendment, dated as of June 30, 1992,  is  among
Phillips-Van  Heusen  Corporation, a  Delaware  corporation  (the
"Company"),  The  Chase Manhattan Bank, N.A., a national  banking
association  (the "Resigning Rights Agent") and The Bank  of  New
York,  a  New  York  banking corporation (the  "Successor  Rights
Agent"),  and amends the Rights Agreement, dated as of  June  10,
1986, as amended on March 31, 1987 and as further amended on July
30,  1987 (the "Rights Agreement"), between the Company  and  the
Resigning Rights Agent.

                            RECITALS

           A.   The  Company and the Resigning Rights  Agent  are
currently  parties  to  the  Rights Agreement,  under  which  the
Resigning Rights Agent serves as Rights Agent.

           B.   The  Resigning Rights Agent intends to resign  as
Rights Agent; the Company intends to appoint the Successor Rights
Agent to succeed the Resigning Rights Agent as Rights Agent;  the
Successor  Rights Agent wishes to accept appointment as successor
Rights Agent; and the parties hereto wish to make certain changes
to the Rights Agreement to facilitate this succession.

          NOW, THEREFORE, the Company, the Resigning Rights Agent
and the Successor Rights Agent agree as follows:

1.  Resigning Rights Agent

           Pursuant  to  Section 22 of the Rights Agreement,  the
Resigning  Rights Agent hereby notifies the Company  that  it  is
resigning  as  Rights  Agent  under  the  Rights  Agreement,  its
resignation to be effective as of midnight, New York  time,  June
30,  1992.   The  Company hereby accepts the resignation  of  the
Resigning  Rights Agent as Rights Agent and waives, with  respect
to  the  Company  only, the requirement that 30 days'  notice  in
writing  of such resignation be provided by the Resigning  Rights
Agent.

2.  Appointment of Successor Rights Agent

           The Company hereby appoints the Successor Rights Agent
as  successor Rights Agent under the Rights Agreement,  effective
as  of 12:01 a.m., New York time, July 1, 1992, and the Successor
Rights Agent hereby accepts such appointment, subject to all  the
terms and conditions of the Rights Agreement as amended hereby.

3.  Amendments to Rights Agreement

           The  parties  hereto agree that the  Rights  Agreement
shall  be amended as provided below, effective as of the date  of
this Amendment except as may otherwise be provided below:

           (a)   From and after the time that the appointment  of
the   Successor  Rights  Agent  as  successor  Rights  Agent   is
effective, all references in the Rights Agreement (including  all
exhibits  thereto) to the Resigning Rights Agent as Rights  Agent
shall  be  deemed  to  refer  to the Successor  Rights  Agent  as
successor  Rights  Agent.  From and after the effective  date  of
this  Amendment,  all references in the Rights Agreement  to  the
Rights Agreement shall be deemed to refer to the Rights Agreement
as amended by this Agreement.

          (b)  Section 3(d) of the Rights Agreement is amended as
of  the  time  of  appointment of the Successor Rights  Agent  as
successor Rights Agent by adding the following immediately  after
the legend appearing therein:

          On  July  1,  1992,  The  Bank  of  New  York
          succeeded The Chase Manhattan Bank,  N.A.  as
          Rights Agent.

The following legend may, in the alternative, be affixed:

          This  certificate also evidences and entitles
          the  holder hereof to certain rights  as  set
          forth in a Rights Agreement between Phillips-
          Van  Heusen Corporation and The Bank  of  New
          York (as successor Rights Agent), dated as of
          June  10,  1986 (the "Rights Agreement"),  as
          the  same shall be amended from time to time,
          the  terms  of  which are hereby incorporated
          herein by reference and a copy of which is on
          file  at  the principal executive offices  of
          Phillips-Van   Heusen   Corporation.    Under
          certain  circumstances, as set forth  in  the
          Rights   Agreement,  such  Rights   will   be
          evidenced by separate certificates  and  will
          no  longer  be evidenced by this certificate.
          Phillips-Van Heusen Corporation will mail  to
          the  holder of this certificate a copy of the
          Rights Agreement without charge after receipt
          of a written request therefor.  Under certain
          circumstances, Rights beneficially  owned  by
          an  Acquiring  Person  or  any  Affiliate  or
          Associate thereof (as such terms are defined

                              - 2 -
          in  the  Rights Agreement) and any subsequent
          holder  of  such rights may become  null  and
          void.

           (c)   Section 8 of the Rights Agreement is amended  by
deleting the last sentence thereof and substituting therefor  the
following   sentence:   "The  Rights  Agent  shall  deliver   all
cancelled  Right Certificates to the Company, or, at the  written
request  of  the  Company, may (but shall  not  be  required  to)
destroy such cancelled Rights Certificates.

           (d)  Section 19 of the Rights Agreement is amended  by
adding  the following sentence at the end of the first  paragraph
thereof:    "The   Company's  reimbursement  and  indemnification
obligations  described  in  this  paragraph  shall  survive   the
termination of this Agreement."

           (e)  Section 21 of the Rights Agreement is amended  by
adding the following paragraph after paragraph (i) thereof:

                (j)  No provision of this Agreement shall require
          the  Rights  Agent to expend or risk its own  funds  or
          otherwise   incur  any  financial  liability   in   the
          performance of any of its duties hereunder  or  in  the
          exercise  of  its rights if there shall  be  reasonable
          grounds  for believing that repayment of such funds  or
          adequate indemnification against such risk or liability
          is not reasonably assured to it.

           (f)  Section 22 of the Rights Agreement is amended  by
inserting  the words "the Rights Agent or" before the words  "the
registered  holder of any Rights Certificate" in the last  clause
of the fourth sentence of that section.

           (g)  Section 26 of the Rights Agreement is amended  by
deleting  the name and address of the Resigning Rights Agent  and
substituting therefor the following:

          The Bank of New York
          101 Barclay Street
          22nd Floor
          New York, NY 10286
          Attention:  Equity Tender and Exchange Department

           (h)  Section 30 of the Rights Agreement is amended  by
adding  the  following  words  at  the  end  thereof:  "provided,
however,  that  the rights and obligations of  the  Rights  Agent
shall be governed by and construed in accordance with the laws of
the State of New York".

                              - 3 -
4.  Miscellaneous

           (a)  Except as otherwise expressly provided, or unless
the  context otherwise requires, all terms used herein  have  the
meanings assigned to them in the Rights Agreement.

          (b)  Each party hereto waives any requirement under the
Rights  Agreement that any additional notice be  provided  to  it
pertaining to the matters covered by this Amendment.

           (c)   This Amendment may be executed in any number  of
counterparts, each of which shall be deemed an original, but  all
of  which counterparts shall together constitute but one and  the
same document.

           IN  WITNESS  WHEREOF,  the parties  have  caused  this
Amendment  to be duly executed, all as of the day and year  first
written above.

                              PHILLIPS-VAN HEUSEN CORPORATION


                              By     /s/ Pamela N. Hootkin
                                Its  Vice President


                              THE BANK OF NEW YORK,
                              as Rights Agent


                              By     /s/ John L. Shieroer
                                Its  Vice President


                              THE CHASE MANHATTAN BANK, N.A.


                              By     /s/ John E. Strain
                                Its  Vice President





                              - 4 -





              FOURTH AMENDMENT TO RIGHTS AGREEMENT



     THIS FOURTH AMENDMENT, dated as of April 25, 2000, by and

between PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation

(the "Company"), and THE BANK OF NEW YORK, a New York banking

corporation (the "Rights Agent"), amends the Rights Agreement

(the "Rights Agreement"), dated as of June 10, 1986, as amended

March 31, 1987, July 30, 1987 and June 30 1992, between the

Company and the Rights Agent (as successor thereunder to The

Chase Manhattan Bank, N.A.).



                      W I T N E S S E T H :
                      - - - - - - - - - -


          WHEREAS, the Board of Directors of the Company has

authorized, subject to certain restrictions, the purchase by one

of its stockholders of additional shares that would otherwise

result in the stockholder becoming an "Acquiring Person" under

the Rights Agreement; and



          WHEREAS, it is desirous for the Rights Agreement be

amended to evidence such approval, as well as to evidence the

sale by the Phillips Family of their stockholdings and the

purchase by the Company of shares of Common Stock in a tender

offer made by the Company in 1986.



          NOW, THEREFORE, for good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, the

parties hereto hereby agree as follows:



     1.   Definitions.   Capitalized terms used herein and not

otherwise defined herein shall have the meanings ascribed thereto

in the Rights Agreement.


     2.   Amendment of Definitions.  Section 1 of the Rights Agreement

is hereby amended as follows:

          (a)  The definition of "Acquiring Person" set forth in Section

1(a) is deleted in its entirety and the following substituted in

lieu thereof :

               (a)  "Acquiring Person" shall mean any Person

          who or which, together with all Affiliates and

          Associates of such Person, shall be the Beneficial

          Owner of securities of the Company constituting a

          Substantial Block, but shall not include (i) any

          employee benefit plan of the Company, (ii) any

          members of the Lee Family, but only for so long as

          the aggregate number of shares of Common Stock of

          which the Lee Family is deemed to be the

          Beneficial Owner is less than or equal to 30% of

          the number of shares of Common Stock then

          outstanding or (iii) any Person who acquires a

          Substantial Block in connection with a transaction

          or series of transactions approved prior to such

          transaction or transactions by the Board of

          Directors.

          (b)  The definition of "Distribution Date" set forth in Section

1(g) is deleted in its entirety and the following substituted in

lieu thereof:

               (g)  "Distribution Date" shall mean the

          earlier to occur of (i) the tenth day after the

          Stock Acquisition Date or (ii) the tenth day after

          the first public announcement of the commencement

          of, or the intent of any Person (other than the

          Company) to commence, a tender or exchange offer,

          if upon consummation thereof, such Person would be

          the beneficial owner of 30% or more of the

          outstanding shares of Common Stock (including any

                                     2


          such date that is after the date of this Agreement

          and prior to the issuance of the Rights).

          (c)  The definition of "Phillips Family" in Section 1(k) is

deleted in its entirety and the definition of "Person" set forth

in Section 1(j) is re-designated as Section 1(k).

          (d)  A definition of "Lee Family" is hereby inserted as a new

Section 1(j), as follows:

               (j)  "Lee Family" shall mean (i) C.C. Lee,

          Richard Lee, Harry N.S. Lee and George Lee (ii)

          their respective spouses and descendants and the

          spouses of such descendants, (iii) any trust, the

          entire beneficial interest of which is, during the

          term of such trust, held by and for the benefit of

          one or more of the foregoing individuals; and

          (iv) any corporation or limited liability company,

          at least 85% of the beneficial ownership interest

          of which is, and at all times continues to be,

          held by and for the benefit of one or more of the

          foregoing individuals.

          (e)  The definition of "Substantial Block" set forth in Section

1(m) is deleted in its entirety and the following substituted in

lieu thereof:

               (m)  "Substantial Block" shall mean a number

          of shares of Common Stock that equals or exceeds

          20% of the number of shares of Common Stock then

          outstanding; provided, however, that in

          determining the number of shares of Common Stock

          outstanding at any time for such purpose, there

          shall be included all shares of Common Stock which

          have been purchased or otherwise acquired by the

          Company subsequent to March 2, 2000, whether such


                                  3


          shares are being held as treasury shares by the

          Company at such time or have been theretofore

          retired.  In determining the percentage of the

          outstanding shares of Common Stock with respect to

          which a Person is the Beneficial Owner, all shares

          to which such Person is the Beneficial Owner shall

          be deemed outstanding.

     3.   Miscellaneous.

          (a)  This Amendment shall be effective as of the date

hereof.

          (b)  This Amendment may be executed in one or more

counterparts, each of which shall be deemed an original and all

of which taken together shall constitute one and the same

instrument.



          IN WITNESS WHEREOF, the parties have caused this

Amendment to be duly executed as of the date first set forth

above.

                              PHILLIPS-VAN HEUSEN CORPORATION



                              By:  /s/ Mark D. Fischer
                                 Name:  Mark D. Fischer
                                 Title:    Vice President

                              THE BANK OF NEW YORK



                              By:  /s/ Diana M. Ajjan
                                 Name:  Diana M. Ajjan
                                 Title:    Vice President






                                    4

  

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PHILLIPS-VAN HEUSEN CORPORATION FINANCIAL STATEMENTS INCLUDED IN ITS 10-Q REPORT
FOR THE QUARTER ENDED APRIL 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.

 1,000

                             
                   3-MOS
                          FEB-04-2001
                               APR-30-2000
                                        $ 50,296
                                         0
                                   97,684
                                     2,088
                                    244,455
                               431,533
                                         106,268
                                       0
                                 679,449
                          133,217
                                        248,801
                                0
                                          0
                                        27,290
                                     210,438
                   679,449
                                        310,310
                               310,310
                                          204,067
                                  204,067
                               104,198
                                     0
                               5,127
                                (3,082)
                                     1,171
                            (1,911)
                                       0
                                      0
                                            0
                                   (1,911)
                                     (0.07)
                                   (0.07)

Property, plant and equipment is presented net of accumulated depreciation.
Provision for doubtful accounts is included in other costs and expenses.