As filed with the Securities and Exchange Commission on July 1, 2009 Registration No. 333-109000 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________
Post-Effective Amendment No. 3 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)13-1166910(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 ___________ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer x  Accelerated filer □        Non-accelerated filer □        Smaller reporting company □ (do not check if a smaller reporting company)  Explanatory Note  Phillips-Van Heusen Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 3 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 expirations, cancellations and terminations of outstanding options without exercise are to be assigned to, and made available for issuance under, the 2006 Plan.  Between June 19, 2008 and June 25, 2009, 70,697 shares of Common Stock underlying outstanding options under the 2003 Plan were forfeited because of expirations, cancellations and terminations of such options.  Accordingly, these 70,697 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 outstanding awards as of June 13, 2006 or (ii) forfeited between June 13, 2006 and June 18, 2007 because of expirations, cancellations and terminations of outstanding options) and Post-Effective Amendment No. 2 thereto filed with the SEC on June 26, 2008 (deregistering 11,387 shares of Common Stock that were forfeited between June 19, 2007 and June 18, 2008 because of expirations, 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 1st day of July, 2009. PHILLIPS-VAN HEUSEN CORPORATION By:  /s/  Emanuel ChiricoEmanuel ChiricoChief 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 1st day of July, 2009. SignatureTitle/s/ Emanuel ChiricoEmanuel ChiricoChief Executive Officer; Director (Principal Executive Officer)/s/ Michael ShafferMichael ShafferExecutive Vice President and Chief Financial Officer (Principal Financial Officer)/s/ Bruce GoldsteinBruce GoldsteinSenior Vice President and Controller (Principal Accounting Officer)/s/ Mary BaglivoMary BaglivoDirector/s/ Edward H. CohenEdward H. CohenDirector/s/ Joseph B. FullerJoseph B. FullerDirector/s/ Margaret L. JenkinsMargaret L. JenkinsDirector/s/ Bruce MagginBruce MagginDirector/s/ V. James MarinoV. James MarinoDirector/s/ Henry NasellaHenry NasellaDirector/s/ Rita M. RodriguezRita M. RodriguezDirector/s/ Craig RydinCraig RydinDirector