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

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          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".

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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





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