SECURITIES AND EXCHANGE
COMMISSION

Washington, D. C. 20549

_____________________



FORM 10-K

_____________________



Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



|For the fiscal year ended January 30,
2000 | Commission file number: 1-724
|------------------------------------------ | -----------------------------



PHILLIPS-VAN HEUSEN
CORPORATION

(Exact name of
registrant as specified in its charter)





|DELAWARE                 | 13-1166910         
|------------------------ | -------------------
|(State of incorporation) | (IRS Employer      
|                         | Identification No.)

200 Madison Avenue

New York, New York 10016

(Address of principal
executive offices)



212-381-3500

(Registrant's
telephone number)





Securities registered
pursuant to Section 12(b) of the Act:





|                                | Name of Each
Exchange  
|------------------------------- | -----------------------
|Title of Each
Class             | on Which
Registered    
|Common Stock, $1.00 par value   | New York Stock Exchange
|Preferred Stock Purchase
Rights | New York Stock Exchange

______________



Securities registered pursuant to Section 12(g) of the
Act:

NONE

_______________



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 and (2) has been subject to such filing
requirements for at least 90 days.

YesX No_____

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  (  )

The aggregate market value of the voting stock of registrant held by
nonaffiliates of the registrant as of April 3, 2000 was approximately
$202,000,000.

___________________________________

Number of shares of Common Stock outstanding as of April 3, 2000:

27,289,869.

____________________________________

DOCUMENTS INCORPORATED
BY REFERENCE

|Document                                 |  | Location in Form 10-K
|---------------------------------------- |  | ---------------------
|                                         |  | in which incorporated
|Registrant's Proxy
Statement             |  |                      
|for the Annual Meeting
of                |  | Part III             
|Stockholders to be held on
June 13, 2000 |  |                      

* * *





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

Forward-looking statements in this Form 10-K 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.



PART I

Item 1.  Business

Unless the context otherwise requires, the term "Company" means
Phillips-Van Heusen Corporation ("PVH") and its subsidiaries
("Subsidiaries").  The Company's fiscal year is based on the 52-53 week period
generally ending on the Sunday on or closest to January 31 and is
designated by the calendar year in which the fiscal year commences.  The Company
derives market share data information used herein from various industry
sources.

Overview

The Company is a leading marketer of men's, women's and children's
apparel and footwear.  Its roster of brands includes Van Heusenâ, the number one dress shirt in America; G.H. Bass & Co.â
, the leading brand of men's, women's and children's casual footwear;
Geoffrey Beeneâ, the leading designer dress shirt label; DKNYâ dress shirts, the fastest growing dress shirt brand in American department
stores; and IZODâ, a leading sportswear brand.  The Company also markets dress shirts under
the John Henryâ
 and Manhattanâ
 brands, and has just begun marketing FUBUâ
 dress shirts in the Spring of 2000.

The Company is brand focused, managing the design, sourcing and
manufacturing of substantially all of its products on a brand by brand basis.
The
Company's products include dress, sport and knit shirts, casual shoes and, to a
lesser extent, sweaters, neckwear, furnishings, bottoms, outerwear and
leather and canvas accessories.  Approximately 23% of the Company's net sales in
fiscal 1999 were derived from sales of dress shirts, 30% from sales of
footwear and related products and 47% from sales of other apparel goods,
primarily branded sportswear.  The Company markets its products at a wholesale
level through national and regional department store chains and also directly to
consumers through its own retail stores, generally located in factory

1



outlet retail malls.  The Company also presently markets Bass and Izod
products through the Internet on a limited basis.  The Company believes that
marketing through the wholesale channel provides the opportunity to build brand
equity and represents its core business, and views its retail business
as a complement to its strong branded positions in the wholesale market.

The Company owns the Van Heusen (in the Americas), Bass and Izod brand
trademarks.  The Geoffrey Beene brand is licensed for dress shirts and
men's and women's sportswear under agreements with Geoffrey Beene, Inc., the
DKNY brand is licensed for dress shirts under an agreement with Donna Karan
Studio, the John Henry and Manhattan brands are licensed for dress shirts under
an agreement with Perry Ellis International and FUBU is licensed for
dress shirts under an agreement with GTFM, LLC.

The Company's principal brands enjoy national recognition in their
respective sectors of the market.  In the United States, Van Heusen is the
best-selling dress shirt brand and one of the best-selling men's woven sport
shirt brands, and Geoffrey Beene is the best-selling designer dress shirt
brand.  The Company believes that it is the largest supplier of dress shirts,
including its branded, designer and private label offerings, in the United
States.  Izod is one of the best-selling men's sweater brands and one of the
best-selling men's basic knit shirts in the United States.  Bass is a
leading brand of men's, women's and children's casual shoes at the moderate
price range in the United States.  In addition, the Izod Club brand, which
the Company owns and licenses to Oxford Industries, is a leading golf apparel
brand in pro shops and resorts.

The Company markets its brands to different segments of the market,
appealing to varied demographic sectors and a broad spectrum of consumers.
This diversity of the Company's brands is intended to minimize competition among
the brands.  The Van Heusen brand, designed to target the moderate
price range, appeals to a fashion sensitive 'middle American' consumer.  The
typical Bass consumer is fashion conscious with a sense of individuality,
attitude and a youthful, spirited point of view.  The Company's Izod brand is
'active inspired', designed to sell on the main floor of department stores
largely in knitwear categories in the moderate to upper moderate price range.
Geoffrey Beene is designed for a more fashion-forward consumer and is
targeted to the upper moderate price range.  The Company's products are designed
to appeal to relatively stable demographic sectors and generally are
not reliant on rapidly changing fashion trends.

Consistent with its strategy of developing its brands, the Company has
focused on the wholesale sector -- primarily department stores -- as the
key source of distribution for its products.  The Company believes that the
wholesale channel generally, and department stores specifically, provide the
best means of promoting a fully conceptualized image for each of its brands and
of securing broad awareness of its products and image.  The Company's
wholesale customers for its products include May Co., Federated, JC Penney,
Belk's, Dillard's and Saks, Inc.

While focused on the wholesale sector, the Company also sells its
products directly to consumers in Company-owned stores located primarily in
factory outlet retail malls.  At the end of fiscal 1999, the Company operated
646 stores.  The stores are operated in four brand formats -- Van Heusen,
Bass, Izod and Geoffrey Beene.  Van Heusen and Bass, followed by Izod, are in
the broadest range of malls.  Geoffrey Beene stores are located in malls
in

2



geographic areas where that brand has greater name recognition.  The Company
believes its retail presence is an important complement to its strong
branded positions in the wholesale market, facilitating product experimentation,
the gathering of market intelligence and effective inventory control.

The Company was incorporated in the State of Delaware in 1976 as the
successor to a business begun in 1881, and, with respect to Bass, a business
begun in 1876.  The Company's principal executive offices are located at 200
Madison Avenue, New York, New York 10016; its telephone number is (212)
381-3500.

Business

Apparel

Dress Shirts

The Company's dress shirts currently are marketed principally under the
Van Heusen, Geoffrey Beene, DKNY, John Henry, Manhattan and FUBU brands.
The Van Heusen and Geoffrey Beene brands are the leaders in men's dress shirts
in their respective categories, with a combined 1999 unit share in the
key United States department store sector of 30%, while the DKNY brand increased
its share to 3% from less than 1% in 1998.  In addition, the Company
markets its dress shirts under the Etienne Aigner brand and through private
label programs.

Van Heusen brand dress shirts have provided a strong foundation for the
Company for most of its history and now constitute the best-selling dress
shirt brand in the United States.  The Van Heusen dress shirt is marketed at
wholesale in the moderate price range to major department stores and men's
specialty stores nationwide, including Federated, May Co., JC Penney, Saks,
Inc., Belk's and Mervyns.  Its primary competitors are 'Arrow' brand and
private label shirts.

The Company markets Geoffrey Beene brand men's dress shirts under a
license agreement with that designer, which expires in 2003, and which may be
extended, at the Company's option, through 2013.  Geoffrey Beene dress shirts
are the best-selling designer dress shirts in the United States.  Geoffrey
Beene dress shirts are sold in the upper moderate price range to major
department stores and men's specialty stores nationwide, including Federated,
Dayton's, May Co. and Saks, Inc.

DKNY brand dress shirts are sold in the better price range to major
department stores and men's specialty stores nationwide, including Federated,
May Co. and Saks, Inc.  DKNY dress shirts are targeted to younger and more
contemporary customers.  John Henry brand dress shirts are sold in the
moderate price range, primarily to Sears.  Manhattan brand dress shirts are sold
in the lower price range to discount chains, including Wal-Mart and K-
Mart.  FUBU brand dress shirts, which are now first being introduced, are sold
in the better price range to department stores, including Federated and
JC Penney.

Private label programs offer the retailer the ability to create its own
line of exclusive merchandise and give the retailer control over
distribution of the product.  Private label represents an opportunistic business
which leverages the Company's strong design and sourcing expertise.
The Company's

3



customers work with the Company's designers to develop shirts in the styles,
sizes and cuts which the customers desire to sell in their stores with
their particular store names or private labels.  Private label programs offer
the consumer quality product and offer the retailer the opportunity to
enjoy higher margins and product exclusivity.  Private label products, however,
do not have the same level of consumer recognition as branded products
and private label manufacturers do not generally provide retailers with the same
breadth of services and in-store sales and promotional support as
branded manufacturers.  The Company markets at wholesale dress shirts under
private labels to major national retail chains and department stores,
including JC Penney, Sears, May Co. and Federated.  The Company believes it is
one of the largest marketers of private label dress shirts in the United
States.

Sportswear

The Company's sportswear products are marketed principally under the Van
Heusen, Izod and Geoffrey Beene brands.

Van Heusen is one of the best-selling men's woven sport shirt brands in
the United States.  Van Heusen apparel also includes knit sport shirts,
sweaters and golf apparel.  Like Van Heusen branded dress shirts, Van Heusen
branded sport shirts and sweaters are marketed at wholesale in the moderate
price range to major department stores and men's specialty stores nationwide,
including JC Penney, Mervyns, May Co., Belk's and Federated.  The Company
believes that the main floor classification business in department stores is
becoming increasingly important and that there are few important brands in
that category.  As a result, the Company believes that the success of Van Heusen
dress shirts in department stores where it is part of the stores'
classification offerings supports its presence in the department stores'
sportswear classification offerings and presents a significant opportunity for
further development.

The product mix targeted for the Company's Van Heusen stores is intended
to satisfy the key apparel needs of men from dress furnishings to
sportswear and of women for sportswear.  Van Heusen stores' merchandising
strategy is focused on achieving a classic and/or updated traditional look in
a range of primarily moderate price points.  Target customers represent the
broadest spectrum of the American consumer.

Izod occupies a major presence in department stores as a main floor
lifestyle classification sportswear brand.  Izod branded apparel products
consist of active inspired men's and women's sportswear, including sweaters,
knitwear, slacks, fleecewear and microfiber jackets.  Izod men's sweaters
and knit shirts are among the best selling products in their categories in the
United States.  Izod products are marketed in the moderate to upper
moderate price range in major department store locations, including May Co.,
Federated, JC Penney, Saks, Inc. and Belk's.

The Company continues to grow its Izod product line beyond the core of
the pique knit shirt and, as a result, has expanded its wholesale customer
base significantly.  The Company has expanded the Izod brand to include apparel
appropriate for the fall and winter seasons, including long-sleeve knit
shirts, fleecewear and microfiber jackets.

The Company's Izod stores offer men's and women's golf apparel
appropriate for playing the game and sportswear suitable for business and casual

4



occasions.  The product assortments cater to men and women with fashionable,
classic taste, and are marketed in the moderate to upper moderate price
category.

Geoffrey Beene brand sportswear is marketed at wholesale under the same
license agreement as Geoffrey Beene dress shirts.  Products are marketed
in the upper moderate price range in department and men's specialty stores,
including Federated and Daytons, and include men's sport shirts and knit
tops.

The Company's Geoffrey Beene stores offer men's and women's apparel and
accessories.  Men's apparel is comprised of dress shirts and furnishings,
as well as casual and dress casual sportswear, while the women's product mix is
a combination of casual and dress casual sportswear.  The merchandising
strategy is focused on an upscale, fashion forward consumer who is prepared to
purchase apparel in the upper moderate price range.  The Company offers
Geoffrey Beene products in its stores under a license agreement which expires in
2002 and is renewable, at the Company's option, through 2011.

The Company's extensive resources in both product development and
sourcing have permitted it to market successfully private label sport shirts to
major retailers, including Wal-Mart, Target and Sears.  The Company also markets
private label sport shirts to companies in service industries,
including major airlines and food chains.  The Company believes it is one of the
largest marketers of private label sport shirts in the United States.

Footwear and Related Products

The Company markets a broad range of updated casual and dress casual
shoes and related products for men, women and children under the Bass brand.
The brand has a long history of highly recognizable and innovative products.
Bass is a leading brand of men's, women's and children's casual shoes at
the moderate price range in the United States.

With the continued trend to a more casual workplace, the Company believes
Bass is well-positioned to deliver appropriate fashion products.
Modern and contemporary styled footwear is leading the market while traditional
and classic styles of footwear continue to be less important.  The Bass
brand's updated casual and dress casual footwear assortments fit directly into
this trend.

Bass' traditional wholesale customers are major department stores and
specialty shoe stores throughout the United States, including Federated,
May Co., Dillard's, Belk's and Saks, Inc.  The Company also markets its Bass
footwear internationally to retailers in Europe, Canada, South America, the
Middle East, Africa and Asia.  All Bass footwear is designed in-house to
maintain tight control of the styling and quality offered by the brand.

The Company's Bass stores typically carry a modified assortment of Bass
footwear from its wholesale lines, as well as styles not available in the
wholesale lines in the moderate price range.  The stores also carry apparel and
accessories for men, women and children and other complementary products
not sold to wholesale customers.



5



Competition

The apparel industry is highly competitive due to its fashion
orientation, its mixture of large and small producers, the flow of domestic and
imported merchandise and the wide diversity of retailing methods.  Some of the
larger dress shirt competitors include: Cluett American ('Arrow' brand);
Salant Corporation ('Perry Ellis' brand); Smart Shirt (private label shirt
division of Kellwood); Capital Mercury (private label shirts); and Oxford
Industries (private label shirts).  Some of the larger sportswear competitors
include: Warnaco ('Chaps' brand); Supreme International ('Natural Issue'
brand), 'Arrow' sport shirts and various private label competitors, including
Smart Shirt and Capital Mercury.

The footwear industry is characterized by fragmented competition.
Consequently, retailers and consumers have a wide variety of choices regarding
brands, style and price.  However, over the years, Bass has maintained its
important position in the casual footwear market, while extending the brand's
offerings in modern, contemporary casual and dress casual styles.  Few of its
competitors have the overall men's and women's brand recognition of Bass.
The Company's primary competitors include Dexter, Timberland, Rockport and
Sperry. The Company believes, however, that it has a more extensive line of
footwear for both genders and children and in a broader price range than any of
its competitors.

Based on the variety of the apparel and footwear marketed by the Company,
the various channels of distribution it has developed, its logistics
and sourcing expertise, and the strength of the Company's brands, the Company
believes it is particularly well-positioned to compete in the apparel and
footwear industries.

Merchandise Design and Product Procurement

The Company employs separate teams of designers, product line builders
and merchandise product development groups for each of its brands,
creating a structure that focuses on the brand's special qualities and identity.
These designers, product line builders and product developers consider
consumer taste, fashion trends and the economic environment when creating a
product plan for a particular season for their brand.  The Company also
employs sourcing specialists for each brand who focus on the manufacturing and
sourcing needs of the particular brand.  In addition, the Company
operates a world-wide network of foreign offices and buying agents for purposes
of providing technical support and quality control to those sourcing
specialists. The merchandise manufactured by the Company, as well as the vast
majority of its sourced products, are planned, designed and sourced
through the efforts of its various merchandise/product development and sourcing
groups.

The process from initial design to finished product varies greatly, but
generally spans nine to 12 months prior to each selling season.  Apparel
and footwear product lines are developed primarily for two major selling
seasons, spring and fall.  However, certain Company product lines require more
frequent introductions of new merchandise.  Raw materials and production
commitments are generally made four to 12 months prior to production and
quantities are finalized at that time.  In addition, sales are monitored
regularly at both the retail and wholesale levels and modifications in
production can be made both to increase or reduce inventories.



6





A portion of the Company's dress shirts are manufactured in the Company's
domestic apparel manufacturing facility in Alabama as well as Company-
owned facilities in Costa Rica and Honduras.  However, most of the Company's
dress shirts and substantially all of its sportswear are sourced and
manufactured to the Company's specifications by independent manufacturers in the
Far East, Middle East and Caribbean areas who meet its quality and cost
requirements.  Footwear is manufactured by independent manufacturers which meet
the Company's quality and cost requirements, principally located in
Italy, the Far East and Brazil.

The Company's foreign offices, located principally in Hong Kong, China,
Taiwan, the Philippines, Central America and the Asian Subcontinent
enable the Company to monitor the quality of the goods manufactured by, and the
delivery performance of, its suppliers.  The Company continually seeks
additional suppliers throughout the world for its sourcing needs and places its
orders in a manner designed to limit the risk that a disruption of
production at any one facility could cause a serious inventory problem.  The
Company has not experienced significant production delays or difficulties
in importing goods. The Company's purchases from its suppliers are effected
through individual purchase orders specifying the price and quantity of the
items to be produced. Generally, the Company does not have any long-term, formal
arrangements with any of the suppliers which manufacture its products.
The Company believes that it is the largest customer of many of its
manufacturing suppliers and that its long-standing relationships with its
suppliers
provide the Company with a competitive advantage over its competitors.  No
single supplier is critical to the Company's production needs, and the
Company believes that an ample number of alternative suppliers exist should the
Company need to secure additional or replacement production capacity.

The Company purchases raw materials, including fabric, buttons, thread,
labels, yarn, piece goods and leather, from domestic and foreign sources
based on quality, pricing and availability (including quotas and duties).  The
Company believes it is one of the largest procurers of shirting fabric
worldwide and purchases the majority of its shirting fabric from overseas
manufacturers, due, principally, to decreased domestic production. The Company
monitors factors affecting textile production and imports and remains flexible
in order to exploit advantages in obtaining materials from different
suppliers and different geographic regions.  No single supplier of raw materials
is critical to the Company's production needs and the Company believes
that an ample number of alternative suppliers exist should the Company need to
secure additional or replacement raw materials.

Advertising and Promotion

The Company advertises primarily in national print media, including
fashion, entertainment/human interest, business, men's, women's and sports
magazines.  The Company continues its efforts in cooperative advertising, as it
believes that brand awareness and in-store positioning are further
supplemented by the Company's continuation of such a program.

7



In the Company's retail sector, the Company relies upon local outlet mall
developers to promote traffic for their centers.  Outlet center
developers employ multiple formats, including signage (highway billboards, off-
highway directional signs, on-site signage and on-site information
centers), print advertising (brochures, newspapers and travel magazines), direct
marketing (to tour bus companies and travel agents), radio and
television, and special promotions.

Trademarks

The Company has the exclusive right to use the Van Heusen name in North,
Central and South America as well as in the Philippines, the exclusive
worldwide right to use the Bass name for footwear and the exclusive worldwide
right to use the Izod name for apparel.  The Company has registered or
applied for registration of these and numerous other trademarks for use on a
variety of items of apparel and footwear and related products and owns many
foreign trademark registrations.  The Company regards its trademarks and other
proprietary rights as valuable assets and believes that they have
significant value in the marketing of its products.

Licensing

The Company has various agreements under which it licenses the use of its
brand names.  The Company licenses the Van Heusen name for apparel
products in Canada and in most of the South and Central American countries.  In
the United States, the Company currently licenses the use of the Van
Heusen name for various products that it does not manufacture or source,
including boy's apparel, pants, sleepwear, eyeglasses, neckwear, belts and
small leather goods and is exploring the possibility of licensing the name for
use on other products.  The Company licenses the use of the Izod name for
infants, toddlers and children's clothing, 'big and tall' apparel, men's
headwear, eyeglasses and sleepwear in the United States, and for men's and
women's sportswear in Canada.  The Company licenses the use of the Izod Club
name for men's and women's golf apparel in the United States and
sublicenses the FUBU name for neckwear.

The Company plans to continue expanding its worldwide marketing efforts,
utilizing licensing and other techniques for all its brands, especially
under the Izod trademark.  A substantial portion of sales by its domestic
licensing partners are made to the Company's largest customers.  While the
Company has significant control over its licensing partners' products and
advertising, it relies on its licensing partners for, among other things,
operational and financial control over their businesses.  Although the Company
believes in most circumstances it could replace existing licensing
partners if necessary, its inability to do so for any period of time could
adversely affect the Company's revenues both directly from reduced licensing
revenue received and indirectly from reduced sales of the Company's other
products.  To the extent the equity and awareness of each of the Company's
brands grows, the Company expects to gain even greater opportunities to build on
its licensing efforts.

8



Tariffs and Import Restrictions

A substantial portion of the Company's products is manufactured by
contractors located outside the United States.  These products are imported
and are subject to United States Customs laws, which impose tariffs as well as
import quota restrictions for textiles and apparel established by the
United States government. In addition, a portion of the Company's apparel
products are imported from Central America and Mexico and are therefore
eligible for certain duty-advantaged programs commonly known as '9802 Programs'
and NAFTA benefits for imports from Mexico.  While importation of goods
from certain countries from which the Company obtains goods may be subject to
embargo by United States Customs authorities if shipments exceed quota
limits, the Company closely monitors import quotas and can, in most cases, shift
production to contractors located in countries with available quotas.
The existence of import quotas has, therefore, not had a material adverse effect
on the Company's business.

Employees

As of January 30, 2000, the Company employed approximately 6,200 persons
on a full-time basis and approximately 3,600 persons on a part-time
basis.  Approximately 4% of the Company's 9,800 employees are represented for
the purpose of collective bargaining by three different unions.
Additional persons, some represented by these three unions, are employed from
time to time based upon the Company's manufacturing schedules and
retailing seasonal needs.  The Company believes that its relations with its
employees are satisfactory.





9





Item 2.  Properties

The Company maintains its principal executive offices at 200 Madison
Avenue, New York, New York, occupying approximately 132,000 square feet
under a lease which expires on May 31, 2014.  The Company also maintains
administrative offices in Bridgewater, New Jersey, where the Company occupies a
building of approximately 153,000 square feet under a lease which expires on
July 30, 2007 and in South Portland, Maine, where the Company occupies a
building of approximately 99,000 square feet under a lease which expires on
October 1, 2008.  The following tables summarize the manufacturing
facilities, warehouses and distribution centers, administrative offices and
retail stores of the Company:

|Apparel                             |                     |        |      
|----------------------------------- | ------------------- | ------ | -----
|                                    |                     |        |      
|                                    | Square Feet of     
|                                    | Floor Space (000's)
|                                    |                     |        |      
|                                    | Owned               | Leased | Total
|                                    |                     |        |      
|Manufacturing Facilities            | 57                  | 93     | 150  
|Warehouses and Distribution
Centers | 1,769               | 103    | 1,872
|Administrative                      | 16                  | 331    | 347  
|Retail Stores                       | 6                   | 1,620  | 1,626
|                                    |                     |        |      
|                                    | 1,848               | 2,147  | 3,995
|                                    |                     |        |      
|Footwear and Related
Products       |                    
|                                    |                     |        |      
|                                    | Owned               | Leased | Total
|                                    |                     |        |      
|Warehouses and Distribution
Centers | 179                 | 2      | 181  
|Administrative                      | 20                  | 116    | 136  
|Retail Stores                       | 8                   | 1,416  | 1,424
|                                    |                     |        |      
|                                    | 207                 | 1,534  | 1,741

Information with respect to minimum annual rental commitments under
leases in which the Company is a lessee is included in the note entitled
"Leases" in the Notes to Consolidated Financial Statements included in Item 8 of
this report.

Item 3.  Legal Proceedings

The Company is a party to certain litigation which, in the Company's
judgment, will not have a material adverse effect on the Company's financial
position.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

10



PART II

Item 5.  Market for Registrant's Common Stock and Related Security Holder
Matters

Certain information with respect to the market for the Company's common
stock, which is listed on the New York Stock Exchange, and related
security holder matters appear under the heading "Selected Quarterly Financial
Data" on page F-19 and under the heading "Ten Year Financial Summary" on
pages F-21 and F-22.  As of April 3, 2000, there were 1,335 stockholders of
record of the Company's common stock.

Item 6.  Selected Financial Data

Selected Financial Data appears under the heading "Ten Year Financial
Summary" on pages F-21 and F-22.

Item 7.  Management's Discussion and Analysis of Financial Condition and

Results of Operations

The following adjusted statements of operations and segment data
segregate pre-tax non-recurring charges of $132.7 million incurred in 1997 from
the Company's ongoing operations.  The non-recurring charges related principally
to a series of actions the Company had taken to accelerate the
execution of its ongoing strategy to build its brands.  Such charges have been
shown as separate components of selling, general and administrative
expenses in the 1997 consolidated income statement except for $46.0 million of
non-recurring charges related to inventory markdowns that was included in
cost of goods sold.  The review which follows discusses the Company's results of
operations before such charges.





11





|                                               
|-----------------------------------------------
|                                               
|(In thousands)                                 
|                                               
|Net sales                                      
|Cost of goods sold                             
|                                               
|Gross profit before 1997 non-recurring
charges 
|                                               
|SG&A expenses before 1997 non-recurring
charges
|Year 2000 computer conversion
costs            
|                                               
|Income before interest, taxes and              
|1997 non-recurring charges                     
|Interest expense, net                          
|                                               
|Income before taxes and 1997                   
|non-recurring charges                          
|Income tax expense                             
|                                               
|Income from ongoing operations
before          
|1997 non-recurring charges                     
|                                               
|Extraordinary loss on debt
retirement,         
|net of tax benefit                             
|1997 non-recurring charges, net of tax
benefit 
|                                               
|Net income (loss)                              
|                                               
|                                               
|                                               
|                                               
|                                               
|Net sales-Apparel - Ongoing
Businesses         
|Net sales-Apparel - Businesses
Exited(1)       
|Net sales-Total Apparel                        
|                                               
|Net sales-Footwear and Related
Products        
|                                               
|Total net sales                                
|                                               
|Operating income-Apparel                       
|Operating income-Footwear and Related
Products 
|                                               
|Total operating income                         
|Corporate expenses                             
|                                               
|Income before interest, taxes and              
|1997 non-recurring charges                     

(1)



12



Fiscal 1999 was a year of progress and strategic alignment for each of
our brands.  The Company's overall strategic objective, to market its
nationally known brands in the moderate to upper moderate price segment through
multiple channels of distribution while earning appropriate financial
returns, is on track and moving forward.

This past year saw the Company exit two businesses which neither fit
within this overall strategic framework nor had prospects of earning
appropriate and consistent levels of profitability.

- In the first quarter of 1999, the Company sold Gant to Pyramid Sportswear
AB, which was the brand's international licensee, for $71 million, while
retaining a 19% equity interest in Pyramid.  Over the last three years, the Gant
division had operated at a breakeven to a small loss.  This transaction
eliminated a business which was underperforming and was most susceptible to risk
as it operated in the highly competitive collection sportswear
arena.

- In the fourth quarter of 1999, the Company announced the licensing of the
Izod Club brand to Oxford Industries.  Izod Club, the golf apparel for men
and women sold exclusively to resorts and country clubs, had recorded operating
losses of approximately $1.0 million in each of the last three years.
The licensing agreement enables the Company to control the Izod Club product and
marketing, thereby maintaining its authenticity in the golf arena,
while providing for guaranteed royalty income of $1.5 million annually.  It also
freed up $15 million of working capital as the Company exited a
business with a slow working capital turn.

During the year the Company expanded the scope of its dress shirt
operations, leveraging its considerable strength and expertise in this area by
adding three strong labels through the signing of new licensing agreements for
John Henry and Manhattan in March and FUBU in June.  Each of these brands
adds both channel and consumer diversification to a dress shirt division which
already markets Van Heusen, the number one dress shirt brand in America,
Geoffrey Beene, the number one designer dress shirt brand in America and DKNY,
the fastest growing dress shirt brand in America.

From an overall operating standpoint, each of the Company's divisions
exhibited progress in both market position and improved profitability,
while cash flow was also a major highlight for the year.

- The Apparel segment recorded a 10.6% increase in operating income compared
with the prior year, with each division contributing to that increase.
Additionally, operating income margin improved for the third consecutive year,
up 70 basis points to 6.3% from 5.6% in 1998 which was up from 5.0% in
1997.  The elimination of the underperforming Gant and Izod Club divisions and
the continued leveraging of our dress shirt and sportswear businesses
should allow for continued operating margin improvement in year 2000 and beyond.
Market share gains were experienced by Van Heusen, Izod and DKNY in
their respective apparel categories.

13



- Operating income for the Footwear and Related Products segment improved 8.7%
over the prior year, driven by an almost 200 basis point improvement in
gross margin.  Gross margins were positively impacted by the lack of significant
promotional and inventory clearance activity which had plagued Bass for
the previous two years.  In addition, the closure of Bass' two remaining
footwear manufacturing facilities during 1999 had a positive effect in the
second half of the year.  This should also provide significant future gross
margin benefits through reduced product cost in 2000 and beyond.  The
resulting sourcing configuration should provide Bass with increased flexibility
to profitably source its men's, women's and children's footwear lines.
From a marketing standpoint, Bass footwear achieved great success in the men's
footwear market. For 1999, Bass maintained its number one market share in
the men's dress casual footwear segment at 20%, with unit volume up 11% versus
the prior year, and with 8 shoes in the top 25 sellers during the Fall
season.

- Cash flow was very much a highlight in 1999, with the Company generating
$104 million of positive cash flow.  Excluding the net proceeds of $65
million received from the sale of Gant, the remaining $39 million of cash was
generated principally from tight management of working capital as well as
the added benefit of liquidating Izod Club working capital.

The accomplishments of 1999 are far reaching and we believe set the stage
for future growth and profitability in each component of our
business.

Results Of Operations

The Company manages and analyzes its operating results by two vertically
integrated business segments: (i) Apparel and (ii) Footwear and Related
Products.

Apparel

Net sales of the Apparel segment, excluding sales from exited businesses,
were $804.9 million in 1999 compared with $773.2 million in 1998, or up
4%.  This compares with $754.9 million in 1997.  The increase in 1999 resulted
from an increase in dress shirt sales which included the John Henry and
Manhattan brands which the Company began selling in the second quarter of 1999,
and the continued growth of the DKNY business.  The sales increases in
1999 and 1998 were partially offset by the planned closure of 101
underperforming retail outlet stores during the three year period ended January
30,
2000.  At the same time, the Company's sales of wholesale branded products,
excluding exited businesses, increased 12% and 11% in 1999 and 1998,
respectively, with Van Heusen, Geoffrey Beene and Izod contributing to the
improvement.

Gross margin increased to 34.2% in 1999 from 33.3% in 1998 and 32.9% in
1997.  The margin improvement was shared by each division with the
exception of the businesses exited - Gant and Izod Club. The dress shirt
business continued to benefit from the manufacturing reconfiguration and re-
sourcing initiatives it began a number of years ago. Sportswear margins
benefited from both strong sell-throughs during the year as well as improved
sourcing costs. Selling, general and administrative expenses as a percentage of
sales were relatively flat in 1999 at 27.9% compared with 27.7% in 1998
and 27.9% in 1997.

14



Operating income increased 10.6% in 1999 to $55.6 million from $50.3
million in 1998 which was up 10.8% from $45.4 million in 1997.  In 1999,
Geoffrey Beene, Izod and Van Heusen experienced significant operating income
margin improvements which were partially offset by negative performances at
Gant and Izod Club, which were exited during 1999.

Our dress shirt leadership position with the Van Heusen and Geoffrey
Beene brands continues and has been joined by strong first full year sales
of DKNY dress shirts.  The licensing of the John Henry, Manhattan and FUBU
brands in 1999 should enable us to further leverage our dress shirt strengths
and expertise.

Footwear and Related Products

Net sales of the Footwear and Related Products segment declined 5% to
$385.7 million in 1999 from $406.2 million in 1998 compared with $439.0
million in 1997.  Sales in 1999 were lower than 1998 levels which were
artificially fueled by high levels of promotional and inventory clearance
activity.  The planned closing of 30 underperforming retail outlet stores during
the three year period ended January 30, 2000 was also a factor in the
Bass sales reductions in 1999 and 1998.

As a result of the improved sales mix, gross margin was up almost 200
basis points to 38.0% in 1999 from 36.1% in 1998 compared with 36.0% in
1997. Selling, general and administrative expenses as a percentage of sales
increased to 33.2% in 1999 from 31.9% in 1998 and 32.5% in 1997.  The
increase in 1999 was principally the result of a lack of sales leverage as
actual spending was down 1.2%, or $1.6 million for the year.

Bass continued its profit improvement with an 8.7% increase in operating
income to $18.7 million, up from $17.2 million in 1998 and $15.4 million
in 1997.  While sales declined in 1999, the substantial reduction in promotional
and inventory clearance activity resulted in a significant increase in
gross margin as a percent of sales. The positive impact on gross margin stemming
from the closure of Bass' two remaining manufacturing facilities began
to be realized in the second half of 1999, but the full benefit is expected to
be felt in 2000 and beyond.

Corporate Expenses

Corporate expenses were $26.0 million in 1999 compared with $24.0
million in 1998 and $15.3 million in 1997.  The increased expense level
versus 1997 is principally due to the $8.5 million of year 2000 computer
conversion costs incurred in each of 1999 and 1998.

Interest Expense

Interest expense in 1999 was $22.4 million, down from $26.1 million in
1998 compared with $20.7 million in 1997.  The reduction in 1999 was the
result of the receipt of the proceeds from the sale of Gant early in the year
and tight working capital management throughout the year.  The increase in
1998 reflects the impact of funding the Company's 1997 restructuring
initiatives, as well as the refinancings completed in the first quarter of 1998
which, while extending maturities, also increased overall borrowing costs.

15



Income Taxes

The income tax expense rate was 34.8% in 1999, up from 25.8% in 1998
and 23.9% in 1997.  The increase in 1999 resulted principally from
closing Bass' manufacturing operations in Puerto Rico, which resulted in a
higher percentage of pre-tax income being subject to U.S. tax.  The full
impact of this closing on the effective tax rate will be felt in 2000, during
which time the Company believes its effective tax rate will increase to
approximately 38.0%.

Non-Recurring Charges

The Company recorded pre-tax non-recurring charges in 1997 of $132.7
million ($85.5 million after tax) relating principally to exiting the
private label sweater manufacturing business and United States mainland footwear
manufacturing, consolidating and contracting plant and warehouse and
distribution facilities, closing underperforming retail outlet stores, and
modifying a repositioning of Bass.

Liquidity and Capital Resources

Cash provided by operating activities significantly improved in 1999 and
1998 even after funding Year 2000 computer conversion costs of $8.5
million in each of 1999 and 1998, and funding of the 1997 restructuring initiatives
of $9.8 million in 1999 and $34.1 million in each of 1998 and 1997.  As
a result of these restructuring charges, the Company has tax loss and credit
carryforwards of approximately $34 million which will be able to shelter
future pre-tax income over the next several years.

Capital spending in 1999 was $31.3 million compared with $38.2 million in
1998 and $17.9 million in 1997.  The higher level of 1998 spending
relates to the consolidation of all New York office space into a single
location.  Our new headquarters, at 200 Madison Avenue, provides the Company
with more square footage at an annual occupancy cost savings of $500,000, or a
10% reduction compared with 1998 New York occupancy costs.  Capital
expenditures for 2000 are anticipated at approximately $30 million.

Total debt as a percentage of total capital was 50.7% at year-end 1999
compared with 54.0% at year-end 1998 and 53.0% at year-end 1997.  Debt net
of invested cash, as a percentage of net capital was 39.0% at year-end 1999
versus 53.6% and 52.9% at year-end 1998 and 1997, respectively.

On February 26, 1999, we completed the sale of Gant to Pyramid Sportswear
AB, which was the brand's international licensee.  Sale proceeds, net
of employee severance and liquidation costs, were approximately $65.3 million, a
portion of which was used to reduce debt, with the balance invested in
short-term instruments. Additionally, the exiting of the Izod Club business
generated cash flow as working capital was liquidated.  The combination of
the added liquidity provided by these transactions, our strengthened capital
structure and internally generated cash provides capital availability for
investment opportunities which we believe will yield enhanced shareholder
returns.

Market Risk

Financial instruments held by the Company include cash equivalents
and long-term debt.  Based on the amount of cash equivalents held by the
Company

16

at January 30, 2000 and the average net amount of cash equivalents which the
Company anticipates holding during 2000, the Company believes that a
change of 100 basis points in interest rates would not have a material effect on
the Company's financial position.  The long-term debt footnote to the
Company's consolidated financial statements outlines the principal amounts,
interest rates, fair values and other terms required to evaluate the
expected sensitivity of interest rate changes on the fair value of the Company's
fixed rate long-term debt.

Seasonality

The Company's business is seasonal, with higher sales and income in the
second half of the year, 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, and 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 second half 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.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Information with respect to Quantitative and Qualitative Disclosures
About Market Risk appears under the heading "Market Risk" in Item 7.

Item 8.  Financial Statements and Supplementary Data

See page F-1 for a listing of the consolidated financial statements and
supplementary data included in this report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

17



PART III

Item 10.  Directors and Executive Officers of the Registrant

Executive Officers of the Registrant

The following table sets forth certain information concerning the
Company's Executive Officers:

|Name               | Position                               | Age
|------------------ | -------------------------------------- | ---
|                   |                                        |    
|Bruce J. Klatsky   | Chairman and Chief Executive Officer;  |    
|                   | Director                               | 51 
|Mark Weber         | President and Chief Operating
Officer; |    
|                   | Director                               | 51 
|Emanuel Chirico    | Executive Vice President and           |    
|                   | Chief Financial Officer                | 42 
|Allen E. Sirkin    | Vice Chairman                          | 57 
|Michael J. Blitzer | Vice Chairman                          | 50 
|                   |                                        |    

Mr. Bruce J. Klatsky has been employed by the Company in various
capacities over the last 28 years, and was President of the Company from 1987 to
1998.  Mr. Klatsky has served as a director of the Company since 1985 and was
named Chief Executive Officer in 1993 and Chairman of the Board of
Directors in 1994.

Mr. Mark Weber has been employed by the Company in various capacities
over the last 28 years, was named Vice Chairman of the Company in 1995 and
was named President and Chief Operating Officer in 1998.

Mr. Emanuel Chirico joined the Company as Vice President and Controller
in 1993.  Mr. Chirico was named Executive Vice President and Chief
Financial Officer in 1998.

Mr. Allen E. Sirkin has been employed by the Company since 1985.  He has
served as Vice Chairman of the Company since 1995.

Mr. Michael J. Blitzer has been employed by the Company in various
capacities since 1980.  Mr. Blitzer was named Senior Vice President in 1995
and was named Vice Chairman of the Company in 1998.

Additional information required by Item 10 is incorporated herein by
reference to the section entitled "Election of Directors" of the Company's
proxy statement for the Annual Meeting of Stockholders to be held on June 13,
2000.



18

Item 11.  Executive Compensation

Information with respect to Executive Compensation is incorporated herein
by reference to the sections entitled "Executive Compensation",
"Compensation Committee Report on Executive Compensation" and "Performance
Graph" of the Company's proxy statement for the Annual Meeting of
Stockholders to be held on June 13, 2000.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Information with respect to the Security Ownership of Certain Beneficial
Owners and Management is incorporated herein by reference to the section
entitled "Security Ownership of Certain Beneficial Owners and Management" of the
Company's proxy statement for the Annual Meeting of Stockholders to be
held on June 13, 2000.

Item 13.  Certain Relationships and Related Transactions

Information with respect to Certain Relationships and Related
Transactions is incorporated herein by reference to the sections entitled
"Election
of Directors" and "Compensation of Directors" of the Company's proxy statement
for the Annual Meeting of Stockholders to be held on June 13, 2000.







19



PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-
K

(a)(1)	See page F-1 for a listing of the consolidated financial statements
included in Item 8 of this report.

(a)(2)	See page F-1 for a listing of financial statement schedules
submitted as part of this report.

(a)(3)	The following exhibits are included in this report:

Exhibit

Number



|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).                                                                                                     
|    |                                                                                                                                                                                                                                                                           

20





|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).                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|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  | 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).                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.6  | 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).                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.7  | 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).                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.8  | 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).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.9  | 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).                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.10 | 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).                                                                                                                                                                          

21





|*10.1  | 1987 Stock Option Plan, including all
amendments through April 29, 1997 (incorporated by reference to Exhibit 10.1 to
the Company's report on Form 10-Q for the period ended May 4, 1997).                                                                            
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                       
|*10.2  | Phillips-Van Heusen Corporation Special
Severance Benefit Plan, as amended as of April 16, 1996 (incorporated by
reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 28, 1996).                                   
|       |                                                                                                                                                                                                                                                                       
|*10.3  | Phillips-Van Heusen Corporation Capital
Accumulation Plan (incorporated by reference to the Company's Report on Form
8-K filed on January 16, 1987).                                                                                                                  
|       |                                                                                                                                                                                                                                                                       
|*10.4  | Phillips-Van Heusen Corporation Amendment to
Capital Accumulation Plan (incorporated by reference to Exhibit 10(n) to
the Company's Annual Report on Form 10-K for the fiscal year ended February 2,
1987).                                                           
|       |                                                                                                                                                                                                                                                                       
|*10.5  | Form of Agreement amending Phillips-Van
Heusen Corporation Capital Accumulation Plan with respect to individual
participants (incorporated by reference to  Exhibit 10(1) to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1988).    
|       |                                                                                                                                                                                                                                                                       
|*10.6  | Form of Agreement amending Phillips-Van
Heusen Corporation Capital Accumulation Plan with respect to individual
participants (incorporated by reference to Exhibit 10.8 to the Company's report
on Form 10-Q for the period ending October 29, 1995).                 
|       |                                                                                                                                                                                                                                                                       
|*10.7  | Agreement amending Phillips-Van Heusen
Corporation Capital Accumulation Plan with respect to Bruce J. Klatsky
(incorporated by reference to Exhibit 10.13 to the Company's report on Form 10-Q
for the period ended May 4, 1997).                                     
|       |                                                                                                                                                                                                                                                                       
|*10.8  | Phillips-Van Heusen Corporation Supplemental
Defined Benefit Plan, dated January 1, 1991, as amended and restated on
June 2, 1992 (incorporated by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31,
1993).
|       |                                                                                                                                                                                                                                                                       
|*10.9  | Phillips-Van Heusen Corporation Supplemental
Savings Plan, effective as of January 1, 1991 and amended and restated
as of April 29, 1997 (incorporated by reference to Exhibit 10.10 to the
Company's report on Form 10-Q for the period ended May 4, 1997).          
|       |                                                                                                                                                                                                                                                                       
|*10.10 | Non-Incentive Stock Option Agreement, dated
as of December 3, 1993, between the Company and Bruce J. Klatsky
(incorporated by reference to Exhibit 10.12 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 29, 1995).                     
|       |                                                                                                                                                                                                                                                                       

22





|*10.11 | Phillips-Van Heusen Corporation 1997 Stock
Option Plan, effective as of April 29, 1997 (incorporated by reference to
Exhibit 10.14 to the Company's report on Form 10-Q for the period ending August
3, 1997).
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                               
|*10.12 | Phillips-Van Heusen Corporation Senior
Management Bonus Program for fiscal year 1998 (incorporated by reference to
Exhibit 10.15 to the Company's report on Form 10-Q for the period ending August
2, 1998).  
|       |                                                                                                                                                                                                               
|*10.13 | Phillips-Van Heusen Corporation Senior
Management Bonus Program for fiscal year 1999 (incorporated by reference to
Exhibit 10.13 to the Company's report on Form 10-Q for the period ending August
1, 1999).  
|       |                                                                                                                                                                                                               
|*10.14 | Phillips-Van Heusen Corporation Long-Term
Incentive Plans for the 21 month period ending February 4, 2001 and the 33
month period ending February 3, 2002.                                                    
|       |                                                                                                                                                                                                               
|21.    | Subsidiaries of the Company.                                                                                                                                                                                  
|       |                                                                                                                                                                                                               
|23.    | Consent of Independent Auditors.                                                                                                                                                                              
|       |                                                                                                                                                                                                               
|27.    | Financial Data Schedule                                                                                                                                                                                       

(b)	Reports filed on Form 8-K filed during the fourth quarter of 1999:

None

(c)	Exhibits: See (a)(3) above for a listing of the exhibits included

as part of this report.

(d)	Financial Statement Schedules: See page F-1 for a listing of the

financial statement schedules submitted as part of this report.

(e)	The Company agrees to furnish to the Commission upon request a
copy

of each agreement with respect to long-term debt where the total

amount of securities authorized thereunder does not exceed 10%

of the total consolidated assets of the Company.

*	Management contract or compensatory plan or arrangement required
to

be identified pursuant to Item 14(a) of this report.



23



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
| | -------------------------------
| |                                
| | By:/s/     Bruce J. Klatsky    
| | Bruce J.
Klatsky               
| | Chairman, Chief
Executive      
| | Officer and
Director           
| |                                
| | Date:  April 4, 2000           

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|Signature              | Title                          | Date          
|---------------------- | ------------------------------ | --------------
|                       |                                |               
|Bruce J. Klatsky       | Chairman, Chief Executive      | April 4, 2000 
|Bruce J. Klatsky       | Officer and Director           |               
|                       | (Principal  Executive Officer) |               
|                       |                                |               
|Mark Weber             | President, Chief Operating     | April 4, 2000 
|Mark Weber             | Officer and Director           |               
|                       |                                |               
|Emanuel Chirico        | Executive Vice President and   | April 13, 2000
|Emanuel Chirico        | Chief Financial Officer        |               
|                       |                                |               
|Vincent A. Russo       | Vice President and Controller  | April 4, 2000 
|Vincent A. Russo       | (Principal Accounting Officer) |               
|                       |                                |               
|Edward H. Cohen        | Director                       | April 10, 2000
|Edward H. Cohen        |                                |               
|                       |                                |               
|Joseph B. Fuller       | Director                       | April 12, 2000
|Joseph B. Fuller       |                                |               
|                       |                                |               
|Joel H. Goldberg       | Director                       | April 4, 2000 
|Joel H. Goldberg       |                                |               
|                       |                                |               
|Marc Grosman           | Director                       | April 5, 2000 
|Marc Grosman           |                                |               
|                       |                                |               
|Dennis F. Hightower    | Director                       | April 5, 2000 
|Dennis F. Hightower    |                                |               
|                       |                                |               
|Maria Elena Lagomasino | Director                       | April 14, 2000
|Maria Elena Lagomasino |                                |               
|                       |                                |               
|Harry N.S. Lee         | Director                       | April 6, 2000 
|Harry N.S. Lee         |                                |               
|                       |                                |               
|Bruce Maggin           | Director                       | April 5, 2000 
|Bruce Maggin           |                                |               
|                       |                                |               
|Peter J. Solomon       | Director                       | April 4, 2000 
|Peter J. Solomon       |                                |               

24

FORM 10-K-ITEM 14(a)(1) and 14(a)(2)

PHILLIPS-VAN HEUSEN CORPORATION

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

|14(a)(1) | The following consolidated financial
statements and supplementary data are included in Item 8 of this
report:
|-------- | -------------------------------------------------------------------------------------------------------------

| | Consolidated Statements of Operations--Years
Ended      |     
| | ------------------------------------------------------- | ----
| | January 30, 2000, January 31, 1999 and
February 1, 1998 | F-2 
| |                                                         |     
| | Consolidated Balance Sheets--January 30, 2000
and       |     
| | January 31, 1999                                        | F-3 
| |                                                         |     
| | Consolidated Statements of Cash Flows--Years
Ended      |     
| | January 30, 2000, January 31, 1999 and
February 1, 1998 | F-4 
| |                                                         |     
| | Consolidated Statements of Changes in
Stockholders'     |     
| | Equity--Years Ended January 30, 2000, January
31, 1999  |     
| | And February 1, 1998                                    | F-5 
| |                                                         |     
| | Notes to Consolidated Financial
Statements              | F-6 
| |                                                         |     
| | Selected Quarterly Financial
Data                       | F-19
| |                                                         |     
| | Report of Ernst & Young LLP, Independent
Auditors       | F-20
| |                                                         |     
| | 10 Year Financial Summary                               | F-21
| |                                                         |     





|14(a)(2) | The following consolidated financial
statement schedule is included herein:
|-------- | ---------------------------------------------------------------------------



| | Schedule II - Valuation and Qualifying
Accounts | F-23
| | ----------------------------------------------- | ----

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.





















F-1





PHILLIPS-VAN HEUSEN
CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except
per share data)

|                                             | 1999       | 1998       | 1997       
|-------------------------------------------- | ---------- | ---------- | -----------
|                                             |            |            |            
|Net sales                                    | $1,271,490 | $1,303,085 | $1,350,007 
|Cost of goods sold                           | 820,464    | 856,160    | 937,965    
|                                             |            |            |            
|Gross profit                                 | 451,026    | 446,925    | 412,042    
|Selling, general and administrative
expenses | 394,216    | 394,940    | 412,495    
|Year 2000 computer conversion
costs          | 8,500      | 8,500      |            
|Facility and store closing,
restructuring    |            |            |            
|and other expenses                           |            |            | 86,700     
|Income (loss) before interest, taxes
and     |            |            |            
|extraordinary item                           | 48,310     | 43,485     | (87,153)   
|                                             |            |            |            
|Interest expense, net                        | 22,430     | 26,112     | 20,672     
|                                             |            |            |            
|Income (loss) before taxes and
extraordinary |            |            |            
|item                                         | 25,880     | 17,373     | (107,825)  
|Income tax expense (benefit)                 | 9,007      | 4,486      | (41,246)   
|                                             |            |            |            
|Income (loss) before extraordinary
item      | 16,873     | 12,887     | (66,579)   
|                                             |            |            |            
|Extraordinary loss on debt retirement,
net   |            |            |            
|of tax benefit                               |            | (1,060)    |            
|                                             |            |            |            
|Net income (loss)                            | $   16,873 | $   11,827 | $  (66,579)
|                                             |            |            |            
|Basic and diluted income (loss) per
share:   |            |            |            
|Income (loss) before extraordinary
item      | $     0.62 | $     0.47 | $   (2.46) 
|                                             |            |            |            
|Extraordinary loss on debt retirement,
net   |            |            |            
|of tax benefit                               |            | (0.04)     |            
|                                             |            |            |            
|Net income (loss)                            | $     0.62 | $     0.43 | $   (2.46) 
|                                             |            |            |            

See notes to consolidated financial
statements.

























F-2





PHILLIPS-VAN HEUSEN CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except
share data)

|                                                              |             |            
|------------------------------------------------------------- | ----------- | -----------
|                                                              | January 30, | January 31,
|                                                              | 2000        | 1999       
|                                                              |             |            
|ASSETS                                                        |             |            
|Current Assets:                                               |             |            
|Cash, including cash equivalents of $94,543
and $4,399        | $ 94,821    | $ 10,957   
|Trade receivables, less allowances of
$2,305 and $1,367       | 66,422      | 88,038     
|Inventories                                                   | 222,976     | 232,695    
|Other, including deferred taxes of $23,052
and $10,611        | 41,751      | 36,327     
|Total Current Assets                                          | 425,970     | 368,017    
|Property, Plant and Equipment                                 | 106,122     | 108,846    
|Goodwill                                                      | 83,578      | 113,344    
|Other Assets, including deferred taxes of
$31,800 and $52,167 | 58,078      | 84,106     
|                                                              |             |            
|                                                              | $673,748    | $674,313   
|                                                              |             |            
|LIABILITIES AND STOCKHOLDERS'
EQUITY                          |             |            
|Current Liabilities:                                          |             |            
|Notes payable                                                 |             | $ 20,000   
|Accounts payable                                              | $ 39,858    | 44,851     
|Accrued expenses                                              | 84,722      | 67,835     
|Total Current
Liabilities                                     | 124,580     | 132,686    
|Long-Term Debt                                                | 248,784     | 248,723    
|Other Liabilities                                             | 58,699      | 64,016     
|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 and
27,287,985           | 27,290      | 27,288     
|Additional capital                                            | 117,697     | 117,683    
|Retained earnings                                             | 96,698      | 83,917     
|                                                              |             |            
|Total Stockholders'
Equity                                    | 241,685     | 228,888    
|                                                              |             |            
|                                                              | $673,748    | $674,313   



See notes to consolidated financial
statements.



















F-3





PHILLIPS-VAN HEUSEN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                 | 1999     | 1998      | 1997     
|------------------------------------------------ | -------- | --------- | ---------
|Operating activities:                            |          |           |          
|Income (loss) before extraordinary
item          | $ 16,873 | $ 12,887  | $(66,579)
|Adjustments to reconcile to net cash
provided    |          |           |          
|(used) by operating activities:                  |          |           |          
|Depreciation and
amortization                    | 19,417   | 25,442    | 25,300   
|Write-off of property, plant and
equipment       |          |           | 40,800   
|Deferred income taxes                            | 8,193    | 3,996     | (43,024) 
|Equity income                                    | (1,080)  | (1,152)   | (792)    
|                                                 |          |           |          
|Changes in operating assets and
liabilities:     |          |           |          
|Receivables                                      | 21,616   | (9,282)   | 3,150    
|Inventories                                      | 26,931   | 16,839    | (12,112) 
|Accounts payable and accrued
expenses            | 5,849    | (13,819)  | 28,905   
|Acquisition of inventory associated
with         |          |           |          
|license agreement                                | (17,212) |           |          
|Other-net                                        | (6,607)  | (8,932)   | 16,358   
|                                                 |          |           |          
|Net Cash Provided (Used) By Operating
Activities | 73,980   | 25,979    | (7,994)  
|                                                 |          |           |          
|Investing activities:                            |          |           |          
|Sale of Gant trademark, net of related
costs     | 65,251   |           |          
|Property, plant and equipment
acquired           | (31,291) | (38,213)  | (17,923) 
|                                                 |          |           |          
|Net Cash Provided (Used) By Investing
Activities | 33,960   | (38,213)  | (17,923) 
|                                                 |          |           |          
|Financing activities:                            |          |           |          
|Net proceeds from issuance of 9.5%
senior        |          |           |          
|subordinated notes                               |          | 145,104   |          
|Repayment of 7.75% senior
notes                  |          | (49,286)  |          
|Extraordinary loss on debt
retirement            |          | (1,631)   |          
|Proceeds from revolving line of
credit           | 41,600   | 160,600   | 123,000  
|Payments on revolving line of
credit             | (61,600) | (240,100) | (93,651) 
|Exercise of stock options                        | 16       | 838       | 791      
|Cash dividends                                   | (4,092)  | (4,082)   | (4,065)  
|                                                 |          |           |          
|Net Cash Provided (Used) By Financing
Activities | (24,076) | 11,443    | 26,075   
|                                                 |          |           |          
|Increase (decrease) in cash                      | 83,864   | (791)     | 158      
|Cash at beginning of period                      | 10,957   | 11,748    | 11,590   
|                                                 |          |           |          
|Cash at end of period                            | $ 94,821 | $ 10,957  | $ 11,748 



See notes to consolidated financial
statements.





F-4





PHILLIPS-VAN HEUSEN CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except
share data)





|                        | Common Stock |              |                    |                  
|----------------------- | ------------ | ------------ | ------------------ | -----------------
|                        | Shares       | $1 par
Value | Additional
Capital | Retained
Earnings
|                        |              |              |                    |                  
|                        |              |              |                    |                  
|February 2, 1997        | 27,045,705   | $27,046      | $116,296           | $146,816         
|Stock options exercised | 133,539      | 133          | 658                |                  
|Net loss                |              |              |                    | (66,579)         
|Cash dividends          |              |              |                    | (4,065)          
|                        |              |              |                    |                  
|February 1, 1998        | 27,179,244   | 27,179       | 116,954            | 76,172           
|Stock options exercised | 108,741      | 109          | 729                |                  
|Net income              |              |              |                    | 11,827           
|Cash dividends          |              |              |                    | (4,082)          
|                        |              |              |                    |                  
|January 31, 1999        | 27,287,985   | 27,288       | 117,683            | 83,917           
|Stock options
exercised | 1,884        | 2            | 14                 |                  
|Net income              |              |              |                    | 16,873           
|Cash dividends          |              |              |                    | (4,092)          
|                        |              |              |                    |                  
|January 30, 2000        | 27,289,869   | $27,290      | $117,697           | $ 96,698         





See notes to consolidated financial statements.











































F-5





PHILLIPS-VAN HEUSEN
CORPORATION



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

(Dollar amounts in
thousands, except per share data)

Summary of Significant Accounting Policies

Principles of Consolidation - The consolidated financial
statements include the accounts of the Company and its subsidiaries.
Significant
intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates - The preparation of the 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.

Fiscal Year - Fiscal years are designated in the financial
statements and notes by the calendar year in which the fiscal year commences.
Accordingly, results for fiscal years 1999, 1998 and 1997 represent the 52 weeks
ended January 30, 2000, January 31, 1999 and February 1, 1998,
respectively.

Cash and Cash Equivalents - The Company considers all highly
liquid investments with a maturity of three months or less when purchased to
be cash equivalents.

Asset Impairments - The Company records impairment losses on long-
lived assets (including goodwill) when events and circumstances indicate
that the assets might be impaired and the undiscounted cash flows estimated to
be generated by the related assets are less than the carrying amounts of
those assets.

Inventories - Inventories are stated at the lower of cost or
market.  Cost for certain apparel inventories of $97,358 (1999) and $91,414
(1998) 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).

Property, Plant and Equipment - Depreciation is computed
principally by the straight line method over the estimated useful lives of the
various classes of property.

Goodwill - Goodwill, net of accumulated amortization of $11,530
and $14,481 in 1999 and 1998, respectively, is amortized principally using
the straight line method over 40 years.  The reduction in goodwill in 1999
resulted from the sale of the Gant trademark as explained in the footnote
entitled "Acquisition and Disposition of Businesses".

Contributions from Landlords - The Company receives contributions
from landlords primarily for fixturing retail stores which the Company
leases.  Such amounts are amortized as a reduction of rent expense over the life
of the related lease.





F-6





PHILLIPS-VAN HEUSEN
CORPORATION



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)



Summary of Significant Accounting Policies (Continued)

Fair Value of Financial Instruments - Using discounted cash flow
analyses, the Company estimates that the fair value of all financial
instruments approximates their carrying value, except as noted in the footnote
entitled "Long-Term Debt".

Stock-Based Compensation - The Company accounts for its stock
options under the provisions of APB Opinion No. 25, "Accounting for Stock
Issued to Employees," and complies with the disclosure requirements of FASB
Statement No. 123, "Accounting for Stock-Based Compensation".

Advertising - Advertising costs are expensed as
incurred and totalled

$26,922 (1999), $28,239 (1998) and $37,762 (1997).



Earnings Per Share



The Company computed its basic and diluted earnings per
share by dividing net income or loss by:

|                                            | 1999       | 1998       | 1997      
|------------------------------------------- | ---------- | ---------- | ----------
|                                            |            |            |           
|Weighted Average Common Shares
Outstanding  |            |            |           
|for Basic Earnings Per Share                | 27,288,692 | 27,217,634 | 27,107,633
|                                            |            |            |           
|Impact of Dilutive Employee Stock
Options   | 14,103     | 94,903     |           
|                                            |            |            |           
|Total Shares for Diluted Earnings Per
Share | 27,302,795 | 27,312,537 | 27,107,633



Income Taxes



Income taxes consist of:

|                          | 1999   | 1998   | 1997     
|------------------------- | ------ | ------ | ---------
|Federal:                  |        |        |          
|Current                   |        |        | $    336 
|Deferred                  | $6,870 | $2,867 | (43,630) 
|State, foreign and local: |        |        |          
|Current                   | 814    | 1,061  | 1,442    
|Deferred                  | 1,323  | 558    | 606      
|                          |        |        |          
|                          | $9,007 | $4,486 | $(41,246)

The deferred tax provision recorded in 1998 excludes $571 of tax benefit
related to the extraordinary loss on debt retirement.

Taxes paid were $1,135 (1999), $2,197 (1998) and $1,155 (1997).





F-7





PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Income Taxes (Continued)

The approximate tax effect of items giving rise to the deferred income
tax asset recognized in the Company's balance sheets is as follows:

|                                   | 1999      | 1998     
|---------------------------------- | --------- | ---------
|                                   |           |          
|Depreciation                       | $(10,555) | $(12,163)
|Landlord contributions             | 2,014     | 3,772    
|Facility and store closing,        |           |          
|restructuring and other
expenses   |           | 6,428    
|Employee compensation and
benefits | 15,498    | 10,807   
|Tax loss and credit
carryforwards  | 34,190    | 44,200   
|Other-net                          | 13,705    | 9,734    
|                                   |           |          
|                                   | $ 54,852  | $ 62,778 



A reconciliation of the statutory Federal income tax to the income tax
expense (benefit) is as follows:

|                                       | 1999    | 1998    | 1997     
|-------------------------------------- | ------- | ------- | ---------
|                                       |         |         |          
|Statutory 35% federal
tax              | $ 9,058 | $ 6,081 | $(37,739)
|State, foreign and local income
taxes, |         |         |          
|net of Federal income tax
benefit      | 1,391   | 942     | 805      
|Income of Puerto Rico
Subsidiaries     | (1,874) | (3,303) | (3,258)  
|Other-net                              | 432     | 766     | (1,054)  
|                                       |         |         |          
|Income tax expense
(benefit)           | $ 9,007 | $ 4,486 | $(41,246)

Inventories

Inventories are summarized as follows:

|                | 1999     | 1998    
|--------------- | -------- | --------
|                |          |         
|Raw materials   | $ 10,868 | $  8,529
|Work in process | 11,995   | 12,834  
|Finished goods  | 200,113  | 211,332 
|                |          |         
|                | $222,976 | $232,695

Inventories would have been approximately $5,600 and $8,400 higher than
reported at January 30, 2000 and January 31, 1999, respectively, if the
FIFO method of inventory accounting had been used for all apparel.  During 1999
and 1998, certain inventories were reduced, resulting in the liquidation
of LIFO inventory layers.  The effect of these inventory liquidations was to
increase net income by $750 and $2,000 in 1999 and 1998, respectively.

F-8



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Property, Plant and Equipment

Property, plant and equipment, at cost, are summarized as follows:

|                                    | Estimated   |          |         
|----------------------------------- | ----------- | -------- | --------
|                                    | Useful      |          |         
|                                    | Lives       | 1999     | 1998    
|                                    |             |          |         
|                                    |             |          |         
|Land                                |             | $  1,495 | $  1,495
|Buildings and building
improvements | 15-40 years | 19,861   | 19,283  
|Machinery and equipment,
furniture  |             |          |         
|and fixtures and leasehold          |             |          |         
|improvements                        | 3-15 years  | 220,817  | 216,941 
|                                    |             |          |         
|                                    |             | 242,173  | 237,719 
|Less:  Accumulated
depreciation     |             |          |         
|and amortization                    |             | 136,051  | 128,873 
|                                    |             | $106,122 | $108,846

Long-Term Debt

Long-term debt is as follows:

|                               | 1999     | 1998    
|------------------------------ | -------- | --------
|                               |          |         
|9.5% Senior Subordinated
Notes | $149,321 | $149,268
|7.75% Debentures               | 99,463   | 99,455  
|                               | $248,784 | $248,723

The Company issued $100,000 of 7.75% Debentures due 2023 on November 15,
1993 with a yield to maturity of 7.80%.  Interest is payable semi-
annually.  Based on current market conditions, the Company estimates that the
fair value of these Debentures on January 30, 2000, using discounted cash
flow analyses, was approximately $77,600.

In 1998, the Company refinanced certain debt by entering into a $325,000
Senior Secured Credit Facility with a group of banks and by issuing
$150,000 of 9.5% Senior Subordinated Notes due May 1, 2008.  In connection with
this refinancing, the Company paid a yield maintenance premium of $1,446
and wrote off debt issue costs of $185.  These items were classified as an
extraordinary loss, net of tax benefit of $571, in 1998.













F-9



PHILLIPS-VAN HEUSEN
CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Long-Term Debt (Continued)

The 9.5% Senior Subordinated Notes have a yield to maturity of 9.58%, and
interest is payable semi-annually.  Based on current market conditions,
the Company estimates that the fair value of these Notes on January 30, 2000,
using discounted cash flow analyses, was approximately $114,300.  In
connection with the 9.5% Senior Subordinated Notes, in 1998 the Company entered
into an interest rate hedge agreement.  Due to an increase in interest
rates between the date the Company entered into the hedge agreement and the date
the 9.5% Senior Subordinated Notes were issued, the Company received
$1,075, which is being amortized as a reduction of interest expense over the
life of the 9.5% Senior Subordinated Notes.

The Company's $325,000 Credit Facility includes a revolving credit
facility which allows the Company, at its option, to borrow and repay amounts
up to $325,000.  The Facility also includes a letter of credit facility with a
sub-limit of $250,000, provided, however, that the aggregate maximum
amount outstanding under both the revolving credit facility and the letter of
credit facility is $325,000.  Interest is payable quarterly at a spread
over LIBOR or the prime rate, at the borrower's option, with the spread based on
the Company's credit rating and certain financial ratios.  The Facility
also provides for payment of a fee on the unutilized portion of the Facility.
All outstanding borrowings and letters of credit under this Credit
Facility are due April 22, 2003.

In connection with the 7.75% Debentures and the $325,000 Credit Facility,
substantially all of the Company's assets have been pledged as
collateral.

The weighted average interest rate on outstanding revolving credit
borrowings at January 31, 1999 was 7.1%.

The amount outstanding under the letter of credit facility as of January
30, 2000 was $136,016.

Interest paid was $22,647 (1999), $23,652 (1998) and $20,784 (1997).

There are no scheduled maturities of long-term debt until 2008.

Stockholders' Equity

Preferred Stock Rights - On June 10, 1986, the Board of Directors
declared a distribution of one Right (the "Rights") to purchase Series A
Cumulative Participating Preferred Stock, par value $100 per share, for each
outstanding share of common stock.  As a result of subsequent stock splits,
each outstanding share of common stock now carries with it one-fifth of one
Right.

Under certain circumstances, each Right will entitle the registered
holder to acquire from the Company one one-hundredth (1/100) of a share of
said Series A Preferred Stock at an exercise price of $100.  The Rights will be
exercisable, except in certain circumstances, commencing ten days
following a public announcement that (i) a person or group has acquired or
obtained the right to acquire 20% or more of the common stock, in a
transaction not approved by the Board of Directors or (ii) a person or group has
commenced or intends to commence a tender offer for 30% or more of the
common stock (the "Distribution Date").

F-10



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Stockholders' Equity (Continued)

If the Company is the surviving corporation in a merger or other business
combination then, under certain circumstances, each holder of a Right
will have the right to receive upon exercise the number of shares of common
stock having a market value equal to two times the exercise price of the
Right.

In the event the Company is not the surviving corporation in a merger or
other business combination, or more than 50% of the Company's assets or
earning power is sold or transferred, each holder of a Right will have the right
to receive upon exercise the number of shares of common stock of the
acquiring company having a market value equal to two times the exercise price of
the Right.

At any time prior to the close of business on the Distribution Date, the
Company may redeem the Rights in whole, but not in part, at a price of
$.05 per Right. During 1996, the rights were extended for a period of 10 years
from the date of initial expiration and will expire on June 16, 2006.

Stock Options - Under the Company's stock option plans, non-
qualified and incentive stock options ("ISOs") may be granted.  Options are
granted at fair market value at the date of grant.  ISOs and non-qualified
options granted have a ten year duration.  Generally, options are
cumulatively exercisable in three installments commencing three years after the
date of grant.

Under APB Opinion No. 25, the Company does not recognize compensation
expense because the exercise price of the Company's stock options equals
the market price of the underlying stock on the date of grant.  Under FASB
Statement No. 123, proforma information regarding net income and earnings per
share is required as if the Company had accounted for its employee stock options
under the fair value method of that Statement.

For purposes of proforma disclosures, the Company estimated the fair
value of stock options granted since 1995 at the date of grant using the
Black-Scholes option pricing model, and the estimated fair value of the options
is then amortized to expense over the options' vesting period.

The following summarizes the assumptions used to estimate the fair value
of stock options granted in each year and certain proforma
information:

|                                      | 1999    | 1998    | 1997     
|------------------------------------- | ------- | ------- | ---------
|                                      |         |         |          
|Risk-free interest rate               | 5.78%   | 5.56%   | 6.49%    
|Expected option life                  | 7 Years | 7 Years | 7 Years  
|Expected volatility                   | 28.1%   | 29.9%   | 26.0%    
|Expected dividends per share          | $  0.15 | $ 0.15  | $   0.15 
|Weighted average estimated fair       |         |         |          
|value per share of options
granted    | $  3.50 | $ 4.83  | $   5.43 
|                                      |         |         |          
|Proforma net income (loss)            | $14,789 | $9,994  | $(68,242)
|Proforma basic and diluted net
income |         |         |          
|(loss) per share                      | $  0.54 | $ 0.37  | $  (2.52)



F-11



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Stockholders' Equity (Continued)

Other data with respect to stock options follows:

|                                |           | Option Price | Weighted Average
|------------------------------- | --------- | ------------ | ----------------
|                                | Shares    | Per Share    | Price Per Share 
|                                |           |              |                 
|Outstanding at February 2, 1997 | 1,957,540 | $ 4.75 -     | $31.63          
|Granted                         | 817,250   | 12.81 -      | 15.68           
|Exercised                       | 133,539   | 4.75 -       | 13.13           
|Cancelled                       | 179,587   | 6.88 -       | 31.63           
|Outstanding at February 1, 1998 | 2,461,664 | 5.94 -       | 31.63           
|Granted                         | 1,076,928 | 6.81 -       | 14.75           
|Exercised                       | 108,741   | 5.94 -       | 12.25           
|Cancelled                       | 304,278   | 6.88 -       | 22.38           
|Outstanding at January 31,
1999 | 3,125,573 | 6.38 -       | 31.63           
|Granted                         | 725,750   | 7.50 -       | 9.94            
|Exercised                       | 1,884     | 8.75 -       | 8.75            
|Cancelled                       | 280,992   | 8.06 -       | 15.13           
|                                |           |              |                 
|Outstanding at January 30,
2000 | 3,568,447 | $ 6.38       | $31.63          

Of the outstanding options at January 30, 2000, 1,002,256 shares have an
exercise price below $12.25, 2,563,871 shares have an exercise price
from $12.25 to $16.50 and 2,320 shares have an exercise price above $16.50.  The
weighted average remaining contractual life for all options outstanding
at January 30, 2000 is 6.9 years.

Of the outstanding options at January 30, 2000 and January 31, 1999,
options covering 932,255 and 642,905 shares were exercisable at a weighted
average price of $12.82 and $11.89, respectively.  Stock options available for
grant at January 30, 2000 and January 31, 1999 amounted to 122,222 and
717,822 shares, respectively.

Leases

The Company leases retail stores, manufacturing facilities, office space
and equipment.  The leases generally are renewable and provide for the
payment of real estate taxes and certain other occupancy expenses.  Retail store
leases generally provide for the payment of percentage rentals based on
store sales and other costs associated with the leased property.

At January 30, 2000, minimum annual rental commitments under non-
cancellable operating leases, including leases for new retail stores which had
not begun operating at January 30, 2000, are as follows:

| | 2000                         | $ 55,591
| | ---------------------------- | --------
| | 2001                         | 45,293  
| | 2002                         | 35,281  
| | 2003                         | 27,260  
| | 2004                         | 19,474  
| | Thereafter                   | 58,325  
| | Total minimum lease payments | $241,224

F-12





PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Leases (Continued)

Rent expense is as follows:

| |                      | 1999    | 1998    | 1997   
| | -------------------- | ------- | ------- | -------
| |                      |         |         |        
| | Minimum              | $59,954 | $61,402 | $65,177
| | Percentage and other | 9,222   | 11,139  | 11,139 
| |                      |         |         |        
| |                      | $69,176 | $72,541 | $76,316

Retirement and Benefit Plans

The Company has noncontributory, defined benefit pension plans covering
substantially all U.S. employees meeting certain age and service
requirements. For those vested (after five years of service), the plans provide
monthly benefits upon retirement based on career compensation and years
of credited service.  It is the Company's policy to fund pension cost annually
in an amount consistent with Federal law and regulations.  The assets of
the plans are principally invested in a mix of fixed income and equity
investments.

The Company and its domestic subsidiaries also provide certain
postretirement health care and life insurance benefits.  Employees become
eligible
for these benefits if they reach retirement age while working for the Company.
Retirees contribute to the cost of this plan, which is unfunded.

Following is a reconciliation of the changes in the benefit obligation
for each of the last two years:

| |                                  | Pension Plans | Postretirement Plan
| | -------------------------------- | ------------- | -------------------
| |                                  | 1999          | 1998               
| |                                  |               |                    
| | Beginning of year                | $127,278      | $116,622           
| | Service cost                     | 2,553         | 2,388              
| | Interest cost                    | 8,921         | 8,357              
| | Benefit payments                 | (7,683)       | (6,240)            
| | Actuarial (gain) loss            | (15,135)      | 5,863              
| | Plan participants' contributions |               |                    
| | Curtailment (gain)               | (58)          | (264)              
| | Special termination benefits     |               | 552                
| |                                  |               |                    
| | End of year                      | $115,876      | $127,278           



















F-13





PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Retirement and Benefit Plans - (Continued)

Following is a reconciliation of the fair value of the assets held by the
Company's pension plans for each of the last two years:

| |                       | 1999     | 1998    
| | --------------------- | -------- | --------
| |                       |          |         
| | Beginning of year     | $134,001 | $124,663
| | Actual return         | 16,801   | 15,088  
| | Benefits paid         | (7,683)  | (6,240) 
| | Company contributions | 899      | 490     
| |                       |          |         
| | End of year           | $144,018 | $134,001

Net benefit cost recognized in each of the last three years is as
follows:

| |                            | Pension Plans | Postretirement Plan
| | -------------------------- | ------------- | -------------------
| |                            | 1999          | 1998               
| |                            |               |                    
| | Service cost, including    |               |                    
| | expenses                   | $  2,713      | $  2,388           
| | Interest cost              | 8,921         | 8,357              
| | Amortization of net loss   | 140           | 52                 
| | Amortization of transition |               |                    
| | (asset) obligation         | (63)          | (68)               
| | Expected return on         |               |                    
| | plan assets                | (11,441)      | (10,935)           
| | Amortization of prior      |               |                    
| | service cost               | 437           | 462                
| |                            | 707           | 256                
| | Multiemployer plans        |               |                    
| |                            | $    707      | $    256           

Following is a reconciliation of the benefit obligation at the end of
each of the last two years to the amounts recognized on the balance
sheet:

| |                                 | Pension   | Postretirement
| | ------------------------------- | --------- | --------------
| |                                 | 1999      | 1998          
| |                                 |           |               
| | Benefit obligation at year-end  | $115,876  | $127,278      
| | Unrecognized prior service cost | (800)     | (1,652)       
| | Unrecognized gains (losses)     | 21,133    | 293           
| | Unrecognized transition asset   |           |               
| | (obligation)                    | 107       | 170           
| | Plan assets at fair value       | (144,018) | (134,001)     
| |                                 |           |               
| | (Asset) liability recognized on |           |               
| | the balance sheet               | $ (7,702) | $ (7,912)     

Included in the above disclosures are certain pension plans with
projected and accumulated benefit obligations in excess of plan assets of $3,412
and $2,445, respectively, as of January 30, 2000, and $4,664 and $2,895,
respectively, as of January 31, 1999.

F-14



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Retirement and Benefit Plans - (Continued)

The assumed health care cost trend rate assumed for 2000 through 2010 is
6.0%.  Thereafter, the rate assumed is 5.5%.  If the assumed health care
cost trend rate increased or decreased by 1%, the aggregate effect on the
service and interest cost components of the net postretirement benefit cost
for 1999 and on the postretirement benefit obligation at January 30, 2000 would
be as follows:

| |                                       | 1% Increase | 1% Decrease
| | ------------------------------------- | ----------- | -----------
| |                                       |             |            
| | Impact on service and interest
cost   | $  356      | $  (301)   
| | Impact on year-end benefit
obligation | $3,620      | $(3,016)   

Significant rate assumptions used in determining the benefit obligations
at the end of each year and benefit cost in the following year, were as
follows:

| |                                        | 1999  | 1998 
| | -------------------------------------- | ----- | -----
| |                                        |       |      
| | Discount rate                          | 8.25% | 7.00%
| | Rate of increase in compensation       |       |      
| | levels (applies to pension plans
only) | 4.75% | 4.00%
| | Long-term rate of return on
assets     | 9.00% | 9.00%

The Company has an unfunded supplemental defined benefit plan covering 23
current and retired executives under which the participants will
receive a predetermined amount during the 10 years following the attainment of
age 65, provided that prior to the termination of employment with the
Company, the participant has been in the plan for at least 10 years and has
attained age 55.  At January 30, 2000 and January 31, 1999, $10,484 and
$9,357, respectively, are included in other liabilities as the accrued cost of
this plan.

The Company has a savings and retirement plan (the "Associates Investment
Plan") and a supplemental savings plan for the benefit of its eligible
employees who elect to participate.  The Company matches a portion of employee
contributions to the plans.  Matching contributions were $2,488 (1999),
$2,222 (1998) and $1,959 (1997).

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 aggregated
the results of its apparel divisions into the Apparel segment, which 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.

F-15



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Data - (Continued)

Sales for both segments occur
principally in the United States.

|                                  | 1999       | 1998       | 1997       
|--------------------------------- | ---------- | ---------- | -----------
|                                  |            |            |            
|Net Sales                         |            |            |            
|Apparel                           | $  885,792 | $  896,863 | $  911,047 
|Footwear and Related
Products     | 385,698    | 406,222    | 438,960    
|Total Net Sales                   | $1,271,490 | $1,303,085 | $1,350,007 
|Operating Income (Loss)           |            |            |            
|Apparel(1)                        | $   55,626 | $   50,302 | $  (33,049)
|Footwear and Related
Products(1)  | 18,687     | 17,183     | (38,853)   
|Total Operating Income
(Loss)     | 74,313     | 67,485     | (71,902)   
|Corporate Expenses(2)             | (26,003)   | (24,000)   | (15,251)   
|Interest Expense, net             | (22,430)   | (26,112)   | (20,672)   
|Income (Loss) Before Taxes        |            |            |            
|and Extraordinary Item            | $   25,880 | $   17,373 | $ (107,825)
|                                  |            |            |            
|Identifiable Assets               |            |            |            
|Apparel                           | $  295,002 | $  357,774 | $  355,979 
|Footwear and Related
Products     | 114,554    | 122,051    | 152,518    
|Corporate                         | 264,192    | 194,488    | 151,962    
|                                  | $  673,748 | $  674,313 | $  660,459 
|                                  |            |            |            
|Depreciation and Amortization     |            |            |            
|Apparel                           | $    6,583 | $   10,533 | $   10,484 
|Footwear and Related
Products     | 4,033      | 5,630      | 6,561      
|Corporate                         | 8,801      | 9,279      | 8,255      
|                                  | $   19,417 | $   25,442 | $   25,300 
|                                  |            |            |            
|                                  |            |            |            
|Identifiable Capital Expenditures |            |            |            
|Apparel                           | $    9,700 | $    5,653 | $    8,103 
|Footwear and Related
Products     | 3,732      | 2,210      | 3,957      
|Corporate(3)                      | 17,859     | 30,350     | 5,863      
|                                  | $   31,291 | $   38,213 | $   17,923 



(1) 1997 operating income includes charges for facility and store
closing,

restructuring and other expenses of $78,465 for the Apparel segment
and

$54,235 for the Footwear and Related Products segment.

(2) Corporate expenses in each of 1999 and 1998 include $8,500 of Year 2000

computer conversion costs.

(3) 1998 Corporate capital expenditures are related principally to the

relocation of the Company's New York City corporate headquarters.









F-16



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Facility and Store Closing, Restructuring and Other Expenses

During 1997, the Company recorded pre-tax charges of $132,700, related
principally to a series of actions the Company has taken to accelerate the
execution of its ongoing strategies to build its brands.  The primary
initiatives related to the charges were the closing and restructuring of certain
manufacturing and warehouse facilities, closing underperforming retail outlet
stores and modifying a repositioning of Bass.

The cost components of the charges are as follows:

|Inventory markdowns included in cost of goods
sold     | $ 46,000
|------------------------------------------------------ | --------
|Fixed asset write-offs                                 | 40,800  
|Termination benefits for approximately 2,150
employees | 19,500  
|Lease and other obligations                            | 19,100  
|Other                                                  | 7,300   
|                                                       | $132,700

One of the actions contemplated in the original plan was the closing of a
designated footwear facility.  In the second quarter of 1999, the
Company announced the closing of its footwear manufacturing and warehousing
operations in the Caribbean.  As a result of this closure, the footwear
facility originally designated for closure is now operationally required, and so
the Company will not close this facility.  The cost of closing the
Caribbean facilities of approximately $5,000 approximates the cost to close the
footwear facility designated in the Company's original plan.  As such,
there was no net effect on net income.

As of January 30, 2000, all other significant initiatives contemplated by
the 1997 charges have been completed and charged to the reserve
according to the original plan.  During 1999, 1998 and 1997, inventory markdowns
of approximately $1,800, $17,600 and $26,600 respectively, were charged
to the reserve.

Acquisition and Disposition of Businesses

On March 12, 1999, the Company entered into a license agreement to market
dress shirts under the John Henry and Manhattan brands.  In connection
therewith, the Company acquired $17,212 of inventory from the licensor.

On February 26, 1999, the Company sold the Gant trademark and certain
related assets associated with the Company's Gant operations for $71,000 in
cash to Pyramid Sportswear AB ("Pyramid"), which was the brand's
international licensee.  Pyramid is a wholly-owned subsidiary of Pyramid
Partners AB, in which the Company has a minority interest.  Subsequent to
February 26, 1999, the Company terminated its Gant operations in order to
liquidate Gant's working capital and close the Gant division.  The Company
completed this process in the fourth quarter of 1999, at which time the
Company determined that the proceeds exceeded the costs of exiting the Gant
business, including the write-off of related goodwill and other assets, by
$5,767.





F-17





PHILLIPS-VAN HEUSEN
CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Acquisition and Disposition of Businesses (Continued)

On November 3, 1999, the Company announced it had entered into agreements
with Oxford Industries, Inc. to license the Izod Club trademark and
sell substantially all of the related assets of the Company's Izod Club
division.  The Company closed its Izod Club division in the fourth quarter of
1999.  In connection with closing this division, the Company incurred $5,667 of
expenses, principally for severance pay and other employee termination
costs.

The gain on the sale of the Gant assets and the expenses incurred in
closing the Izod Club division have been included in selling, general and
administrative expenses.

Other Comments

One of the Company's directors, Mr. Harry N.S. Lee, is a director of TAL
Apparel Limited, an apparel manufacturer and exporter based in Hong
Kong.  During 1999, 1998 and 1997, the Company purchased approximately $13,429,
$26,700 and $26,500, respectively, of products from TAL Apparel Limited
and certain related companies.

The Company is a party to certain litigation which, in management's
judgement based in part on the opinion of legal counsel, will not have a
material adverse effect on the Company's financial position.

During 1999, 1998 and 1997, the Company paid a $0.0375 per share cash
dividend each quarter on its common stock.

Certain items in 1998 and 1997 have been reclassified to present them on
a basis consistent with 1999.









































F-18





PHILLIPS-VAN HEUSEN CORPORATION

SELECTED QUARTERLY FINANCIAL DATA - UNAUDITED

(In thousands, except
per share data)



|                      | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter
|--------------------- | ----------- | ----------- | ----------- | -----------
|                      | 1999        | 1998(1)     | 1999        | 1998       
|                      |             |             |             |            
|Net sales             | $289,699    | $295,765    | $316,790    | $306,371   
|Gross profit          | 100,808     | 102,508     | 111,784     | 109,063    
|Income (loss) before  |             |             |             |            
|extraordinary item    | (4,625)     | (4,485)     | 3,573       | 2,720      
|Net income (loss)     | (4,625)     | (5,545)     | 3,573       | 2,720      
|                      |             |             |             |            
|Basic and diluted     |             |             |             |            
|income (loss) per     |             |             |             |            
|share before          |             |             |             |            
|extraordinary item    | (0.17)      | (0.16)      | 0.13        | 0.10       
|                      |             |             |             |            
|Price range of common |             |             |             |            
|stock per share       |             |             |             |            
|High                  | 815/16      | 133/8       | 105/8       | 151/8      
|Low                   | 53/8        | 113/16      | 85/16       | 12         



(1)	Net loss for the first quarter
of 1998 includes an extraordinary loss, net of tax

benefit, related to the early retirement of debt.

























































F-19





REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS





To the Stockholders and the Board of Directors

Phillips-Van Heusen Corporation



We have audited the accompanying consolidated balance sheets of Phillips-
Van Heusen Corporation and subsidiaries as of January 30, 2000 and
January 31, 1999, and the related consolidated statements of operations, changes
in stockholders' equity, and cash flows for each of the three years in
the period ended January 30, 2000.  Our audits also included the financial
statement schedule included in Item 14(a)(2).  These financial statements and
schedule are the responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements and schedule
based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Phillips-Van Heusen Corporation and subsidiaries at January 30, 2000 and January
31, 1999, and the consolidated results of their operations and their
cash flows for each of the three years in the period ended January 30, 2000 in
conformity with accounting principles generally accepted in the United
States.  Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects, the information set forth therein.





E&Y SIGNATURE STAMP

New York, New York

March 7, 2000

























F-20





PHILLIPS-VAN HEUSEN CORPORATION

TEN YEAR FINANCIAL SUMMARY

(In thousands, except
per share data, percents and ratios)

|                                        | 1999       | 1998       | 1997(1)     | 1996(2)    | 1995(3)   
|--------------------------------------- | ---------- | ---------- | ----------- | ---------- | ----------
|Summary of Operations                   |            |            |             |            |           
|Net sales                               |            |            |             |            |           
|Apparel                                 | $  885,792 | $  896,863 | $  911,047  | $  897,370 | $1,006,701
|Footwear and Related
Products           | 385,698    | 406,222    | 438,960     | 462,223    | 457,427   
|                                        | 1,271,490  | 1,303,085  | 1,350,007   | 1,359,593  | 1,464,128 
|Cost of goods sold and
expenses         | 1,223,180  | 1,259,600  | 1,437,160   | 1,311,855  | 1,443,555 
|Income (loss) before interest,
taxes    |            |            |             |            |           
|and extraordinary item                  | 48,310     | 43,485     | (87,153)    | 47,738     | 20,573    
|Interest expense, net                   | 22,430     | 26,112     | 20,672      | 23,164     | 23,199    
|Income tax expense (benefit)            | 9,007      | 4,486      | (41,246)    | 6,044      | (2,920)   
|Income (loss) before extraordinary
item | 16,873     | 12,887     | (66,579)    | 18,530     | 294       
|Extraordinary loss, net of
tax          |            | (1,060)    |             |            |           
|Net income (loss)                       | $   16,873 | $   11,827 | $  (66,579) | $   18,530 | $      294
|                                        |            |            |             |            |           
|Per Share Statistics                    |            |            |             |            |           
|Basic Earnings Per Share:               |            |            |             |            |           
|Before extraordinary item               | $     0.62 | $     0.47 | $    (2.46) | $     0.69 | $     0.01
|Extraordinary loss                      |            | (0.04)     |             |            |           
|Net income (loss)                       | $     0.62 | $     0.43 | $    (2.46) | $     0.69 | $     0.01
|                                        |            |            |             |            |           
|Diluted Earnings Per Share:             |            |            |             |            |           
|Before extraordinary item               | $     0.62 | $     0.47 | $    (2.46) | $     0.68 | $     0.01
|Extraordinary loss                      |            | (0.04)     |             |            |           
|Net income (loss)                       | $     0.62 | $     0.43 | $    (2.46) | $     0.68 | $     0.01
|                                        |            |            |             |            |           
|Dividends paid per share                | $     0.15 | $     0.15 | $     0.15  | $     0.15 | $     0.15
|Stockholders' equity per
share          | 8.86       | 8.39       | 8.11        | 10.73      | 10.20     
|                                        |            |            |             |            |           
|Financial Position                      |            |            |             |            |           
|Current assets                          | $  425,970 | $  368,017 | $  385,018  | $  362,958 | $  444,664
|Current liabilities                     | 124,580    | 132,686    | 133,335     | 122,266    | 183,126   
|Working capital                         | 301,390    | 235,331    | 251,683     | 240,692    | 261,538   
|Total assets                            | 673,748    | 674,313    | 660,459     | 657,436    | 749,055   
|Long-term debt                          | 248,784    | 248,723    | 241,004     | 189,398    | 229,548   
|Convertible redeemable preferred
stock  |            |            |             |            |           
|Stockholders' equity                    | 241,685    | 228,888    | 220,305     | 290,158    | 275,292   
|                                        |            |            |             |            |           
|Other Statistics                        |            |            |             |            |           
|Total debt to total capital
(5)         | 50.7%      | 54.0%      | 53.0%       | 43.1%      | 52.3%     
|Net debt to net capital (6)             | 39.0%      | 53.6%      | 52.9%       | 42.9%      | 51.5%     
|Current ratio                           | 3.4        | 2.8        | 2.9         | 3.0        | 2.4       
|Average shares outstanding              | 27,289     | 27,218     | 27,108      | 27,004     | 26,726    



(1)	1997 includes pre-tax
charges of $132,700 for facility and store closing, restructuring and other
expenses.

(2)	1996 and 1990 include 53 weeks of operations.

(3)	1995 includes the operations of Izod and Gant from date of
acquisition, February 17, 1995, and includes pre-tax charges of $27,000 for
facility and store closing, restructuring and other expenses.

(4)	1994 includes pre-tax charges of $7,000 for restructuring and other
expenses.

(5)	Total capital equals interest-bearing debt, preferred stock and
stockholders' equity.

(6)	Net debt and net capital are total debt and total capital reduced by
invested cash.

F-21



PHILLIPS-VAN HEUSEN CORPORATION

TEN YEAR FINANCIAL SUMMARY
(CONTINUED)

|                                        | 1994(4)    | 1993       | 1992       | 1991       | 1990(2) 
|--------------------------------------- | ---------- | ---------- | ---------- | ---------- | --------
|Summary of Operations                   |            |            |            |            |         
|Net sales                               |            |            |            |            |         
|Apparel                                 | $  812,993 | $  757,452 | $  709,361 | $  596,383 | $536,352
|Footwear and Related
Products           | 442,473    | 394,942    | 333,204    | 307,717    | 269,963 
|                                        | 1,255,466  | 1,152,394  | 1,042,565  | 904,100    | 806,315 
|Cost of goods sold and
expenses         | 1,205,764  | 1,072,083  | 972,357    | 843,367    | 752,252 
|Income (loss) before interest,
taxes    |            |            |            |            |         
|and extraordinary item                  | 49,702     | 80,311     | 70,208     | 60,733     | 54,063  
|Interest expense, net                   | 12,793     | 16,679     | 15,727     | 16,686     | 18,884  
|Income tax expense (benefit)            | 6,894      | 20,380     | 16,600     | 12,910     | 8,795   
|Income (loss) before extraordinary
item | 30,015     | 43,252     | 37,881     | 31,137     | 26,384  
|Extraordinary loss, net of
tax          |            | (11,394)   |            |            |         
|Net income (loss)                       | $   30,015 | $   31,858 | $   37,881 | $   31,137 | $ 26,834
|                                        |            |            |            |            |         
|Per Share Statistics                    |            |            |            |            |         
|Basic Earnings Per Share:               |            |            |            |            |         
|Before extraordinary item               | $     1.13 | $     1.66 | $     1.50 | $     1.24 | $   1.00
|Extraordinary loss                      |            | (0.44)     |            |            |         
|Net income (loss)                       | $     1.13 | $     1.22 | $     1.50 | $     1.24 | $   1.00
|                                        |            |            |            |            |         
|Diluted Earnings Per Share:             |            |            |            |            |         
|Before extraordinary item               | $     1.11 | $     1.60 | $     1.42 | $     1.15 | $   0.95
|Extraordinary loss                      |            | (0.42)     |            |            |         
|Net income (loss)                       | $     1.11 | $     1.18 | $     1.42 | $     1.15 | $   0.95
|                                        |            |            |            |            |         
|Dividends paid per share                | $     0.15 | $     0.15 | $     0.15 | $   0.1425 | $   0.14
|Stockholders' equity per
share          | 10.35      | 9.33       | 8.14       | 4.52       | 3.38    
|                                        |            |            |            |            |         
|Financial Position                      |            |            |            |            |         
|Current assets                          | $  429,670 | $  418,702 | $  410,522 | $  303,143 | $285,315
|Current liabilities                     | 114,033    | 109,156    | 115,208    | 102,976    | 90,748  
|Working capital                         | 315,637    | 309,546    | 295,314    | 200,167    | 194,567 
|Total assets                            | 596,284    | 554,771    | 517,362    | 398,969    | 376,790 
|Long-term debt                          | 169,679    | 169,934    | 170,235    | 121,455    | 140,259 
|Convertible redeemable preferred
stock  |            |            |            | 72,800     | 72,800  
|Stockholders' equity                    | 275,460    | 246,799    | 211,413    | 84,903     | 62,324  
|                                        |            |            |            |            |         
|Other Statistics                        |            |            |            |            |         
|Total debt to total capital
(5)         | 38.2%      | 40.8%      | 46.8%      | 46.0%      | 53.2%   
|Net debt to net capital (6)             | 26.9%      | 29.7%      | 34.3%      | 45.0%      | 52.2%   
|Current ratio                           | 3.8        | 3.8        | 3.6        | 2.9        | 3.1     
|Average shares outstanding              | 26,563     | 26,142     | 23,766     | 18,552     | 18,260  



(1)	1997 includes pre-tax
charges of $132,700 for facility and store closing, restructuring and other
expenses.

(2)	1996 and 1990 include 53 weeks of operations.

(3)	1995 includes the operations of Izod and Gant from date of
acquisition, February 17, 1995, and includes pre-tax charges of $27,000 for
facility and store closing, restructuring and other expenses.

(4)	1994 includes pre-tax charges of $7,000 for restructuring and other
expenses.

(5)	Total capital equals interest-bearing debt, preferred stock and
stockholders' equity.

(6)	Net debt and net capital are total debt and total capital reduced by
invested cash.

F-22



| | SCHEDULE II
| | -----------

PHILLIPS-VAN HEUSEN
CORPORATION



VALUATION AND QUALIFYING
ACCOUNTS

(In thousands)







|Column A                      | Column B                       | Column
C                     | Column D                  | Column E  
|----------------------------- | ------------------------------ | ---------------------------- | ------------------------- | ----------
|                              |                                | Additions                    |                           |           
|Description                   | Balance at
Beginning
of Period | Charged to
Costs and
Expense | Charged to
Other
Accounts | Deductions
|                              |                                |                              |                           |           
|Year Ended January 30,
2000   |                                |                              |                           |           
|                              |                                |                              |                           |           
|Deducted from asset accounts: |                                |                              |                           |           
|Allowance for doubtful        |                                |                              |                           |           
|accounts                      | $1,367                         | $1,130(a)                    | $  271(b)                 | $  463(c) 
|                              |                                |                              |                           |           
|Year Ended January 31,
1999   |                                |                              |                           |           
|                              |                                |                              |                           |           
|Deducted from asset accounts: |                                |                              |                           |           
|Allowance for doubtful        |                                |                              |                           |           
|accounts                      | $2,911                         | $   409(a)                   | $  441(b)                 | $2,394(c) 
|                              |                                |                              |                           |           
|                              |                                |                              |                           |           
|Year Ended February 1,
1998   |                                |                              |                           |           
|                              |                                |                              |                           |           
|Deducted from asset accounts: |                                |                              |                           |           
|Allowance for doubtful        |                                |                              |                           |           
|accounts                      | $3,401                         | $  492(a)                    | $  202(b)                 | $1,184(c) 
|                              |                                |                              |                           |           
|                              |                                |                              |                           |           
|                              |                                |                              |                           |           
|                              |                                |                              |                           |           





















(a)	Provisions for doubtful accounts.

(b)	Recoveries of doubtful accounts previously written off.

(c)	Primarily uncollectible accounts charged against the allowance
provided therefor.





F-23







| | EXHIBIT 21
| | ----------



SUBSIDIARIES OF THE REGISTRANT





The following table lists all of the subsidiaries of the Company and the
jurisdiction of incorporation of each subsidiary.  Each subsidiary does
business under its corporate name indicated in the table.



|Name                                               | State or Other Jurisdiction of
Incorporation
|-------------------------------------------------- | --------------------------------------------
|                                                   |                                             
|G. H. Bass Franchises Inc.                         | Delaware                                    
|                                                   |                                             
|Caribe M&I Ltd.                                    | Cayman Islands                              
|                                                   |                                             
|GHB (Far East) Limited                             | Hong Kong                                   
|                                                   |                                             
|Phillips-Van Heusen (Far East)
Ltd.                | Hong Kong                                   
|                                                   |                                             
|Confecciones Imperio, S.A.                         | Costa Rica                                  
|                                                   |                                             
|Camisas Modernas, S.A.                             | Guatemala                                   
|                                                   |                                             
|PVH Retail Corp.                                   | Delaware                                    
|                                                   |                                             
|The IZOD Corporation                               | Pennsylvania                                
|                                                   |                                             
|Phillips-Van Heusen Puerto Rico
LLC                | Delaware                                    
|                                                   |                                             
|BassNet, Inc.                                      | Delaware                                    
|                                                   |                                             
|izod.com inc.                                      | Delaware                                    
|                                                   |                                             
|ROPA PVH MEXICANA, CAMISAS Y DISEÑOS,
S.A. DE C.V. | Mexico                                      
|                                                   |                                             
|G.H. Bass Caribbean LLC                            | Delaware                                    





| | EXHIBIT 23
| | ----------





Consent of Independent Auditors



We consent to 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) Post-Effective Amendment No. 4 to Registration Statement (Form S-8,
No. 2-72959), Post Effective Amendment No. 6 to Registration Statement
(Form S-8, No. 2-64564), and Post Effective Amendment No. 13 to Registration
Statement (Form S-8, No. 2-47910), each of which relate to the 1973
Employee's Stock Option Plan of Phillips-Van Heusen Corporation,

(v) 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,

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

(vii) Registration Statement (Form S-4, No. 333-57203), which relates to
the 9.5% Senior Subordinated Notes due 2008

of Phillips-Van Heusen Corporation and in the related Prospectuses of our
report dated March 7, 2000, with respect to the consolidated financial
statements and our report included in the preceding paragraph with respect to
the financial statement schedule of Phillips-Van Heusen Corporation
included in this Annual Report (Form 10-K) for the year ended January 30,
2000.





ERNST & YOUNG LLP

New York, New York

April 3, 2000