As filed with the Securities and Exchange Commission on June 26, 2008

Registration No. 333-109000

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________
Post-Effective Amendment No. 2

TO

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________

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

Delaware (State or other jurisdiction of incorporation or organization)	13-1155910 (I.R.S. Employer Identification Number)
200 Madison Avenue New York, New York 10016 (212) 381-3500 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)	Mark D. Fischer, Esq. Senior Vice President, General Counsel and Secretary 200 Madison Avenue New York, New York  10016 (212) 381-3500 (Name, address, including zip code, and telephone number, including area code, of agent for service)

PHILLIPS-VAN HEUSEN CORPORATION
2003 STOCK OPTION PLAN
(Full title of the plan)
___________

With Copy to:

MARTHA N. STEINMAN, ESQ. DEWEY & LeBOEUF LLP 1301 AVENUE OF THE AMERICAS NEW YORK, NY 10019 (212) 259-8000

Explanatory Note

Phillips-Van Heusen Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 2 to its Registration Statement on Form S-8, Registration No. 333-109000, initially filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2003 (the “2003 Form S-8”).  The Registrant is making this filing to deregister shares of its common stock, par value $1.00 per share (the “Common Stock”) registered under the 2003 Form S-8 for issuance, offer or sale pursuant to the Registrant’s 2003 Stock Option Plan (the “2003 Plan”).  A total of 5,400,000 shares of Common Stock were registered for issuance, offer or sale under the 2003 Form S-8.

On June 13, 2006, the Registrant’s stockholders approved the Registrant’s 2006 Stock Incentive Plan (the “2006 Plan”).  Pursuant to the 2006 Plan, any shares of the Common Stock that become available under the 2003 Plan because of cancellations and terminations of outstanding options without exercise (other than by reason of expiration), are to be assigned to, and made available for issuance under, the 2006 Plan.  Between June 19, 2007 and June 18, 2008, 11,387 shares of Common Stock underlying outstanding options under the 2003 Plan were forfeited because of cancellations and terminations of such options.  Accordingly, these 11,387 shares of Common Stock are hereby deregistered.  The 2003 Form S-8, as amended by Post-Effective Amendment No. 1 thereto filed with the SEC on June 20, 2007 (deregistering 884,672 shares of Common Stock that were either (i) not subject to outst anding awards as of June 13, 2006 or (ii) forfeited between June 13, 2006 and June 18, 2007 because of cancellations and terminations of outstanding options), otherwise continues in effect as to the balance of the shares of Common Stock remaining available for issuance, offer or sale pursuant thereto upon and following the exercise of options previously granted under the 2003 Plan.  

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Phillips-Van Heusen Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8/A and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on the 26th day of June, 2008.

	PHILLIPS-VAN HEUSEN CORPORATION By:/s/ Emanuel Chirico
	Emanuel Chirico
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 26th day of June, 2008.

Signature		Title
/s/ Emanuel Chirico
Emanuel Chirico		Chief Executive Officer; Director (Principal Executive Officer)
/s/ Michael Shaffer
Michael Shaffer		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Bruce Goldstein
Bruce Goldstein		Senior Vice President and Controller (Principal Accounting Officer)
/s/ Mary Baglivo
Mary Baglivo		Director
/s/ Edward H. Cohen
Edward H. Cohen		Director
/s/ Joseph B. Fuller
Joseph B. Fuller		Director
/s/ Margaret L. Jenkins
Margaret L. Jenkins		Director
/s/ Bruce Maggin
Bruce Maggin		Director
/s/ V. James Marino
V. James Marino		Director

/s/ Henry Nasella
Henry Nasella		Director
/s/ Rita M. Rodriguez
Rita M. Rodriguez		Director
/s/ Craig Rydin
Craig Rydin		Director