SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

(Mark One)

X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2004



OR



__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from ___________________________________ to ______________________________

Commission file number  001-07572





PHILLIPS-VAN HEUSEN CORPORATION

(Exact name of registrant as specified in its charter)





|Delaware                        |                     | 13-1166910
|------------------------------- | ------------------- | ----------
|(State or other jurisdiction of | (IRS Employer      
|incorporation or organization)  | Identification No.)



200 Madison Avenue                  New York, New York 10016

(Address of principal executive offices)



Registrant's telephone number (212) 381-3500



Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been
subject to such filing requirement for the past 90 days.

Yes X No ___

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No
___

The number of outstanding shares of common stock, par value $1.00 per share, of Phillips-Van Heusen Corporation as of December 7, 2004:
31,991,051 shares.

PHILLIPS-VAN HEUSEN CORPORATION

INDEX

PART I -- FINANCIAL INFORMATION

Item 1 - Financial Statements

|Report of Independent Registered Public Accounting Firm                                             | 1    
|--------------------------------------------------------------------------------------------------- | -----
|                                                                                                    |      
|Condensed Consolidated Balance Sheets as of October 31, 2004,
February 1, 2004 and November 2, 2003 | 2    
|                                                                                                    |      
|Condensed Consolidated Income Statements for the Thirteen and Thirty-Nine Weeks Ended               |      
|October 31, 2004 and November 2, 2003                                                               | 3    
|                                                                                                    |      
|Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended October 31,         |      
|2004 and November 2, 2003                                                                           | 4    
|                                                                                                    |      
|Notes to Condensed Consolidated Financial Statements                                                | 5-13 
|                                                                                                    |      
|Item 2 - Management's Discussion and Analysis of Results of Operations and                          |      
|Financial Condition                                                                                 | 14-20
|                                                                                                    |      
|Item 3 - Quantitative and Qualitative Disclosures About Market Risk                                 | 20   
|                                                                                                    |      
|Item 4 - Controls and Procedures                                                                    | 20   
|                                                                                                    |      
|PART II -- OTHER INFORMATION                                                                        |      
|                                                                                                    |      
|Item 5 - Other Information                                                                          | 21   
|                                                                                                    |      
|Item 6 - Exhibits                                                                                   | 21-23
|                                                                                                    |      
|Signatures                                                                                          | 24   
|                                                                                                    |      

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking statements in this Quarterly
Report on Form 10-Q including, without limitation, statements relating to the Company's future revenues and earnings, 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 related products, both to its wholesale customers and in its retail stores, and the levels of sales of the
Company's licensees at wholesale and retail, and the extent of discounts and promotional pricing in which the Company and its licensees are
required to engage, all of which can be affected by weather conditions, changes in the economy, fuel prices, reductions in travel, 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, including the Company's ability to realize revenue growth from developing and growing Calvin Klein; (iv) the Company's
operations and results could be affected by quota restrictions (which, among other things, could limit the Company's ability to produce
products in cost-effective countries that have the labor and technical expertise needed), the availability and cost of raw materials
(particularly petroleum-based synthetic fabrics, which are currently in high demand), the Company's ability to adjust timely to changes in
trade regulations and the migration and development of manufacturers (which can affect where the Company's products can best be produced), and
civil conflict, war or terrorist acts, the threat of any of the foregoing or political and labor instability in the United States or any of the
countries where the Company's products are or are planned to be produced; (v) disease epidemics and health related concerns, which could result
in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas; (vi)
acquisitions and issues arising with acquisitions and proposed transactions, including without limitation, the ability to integrate an acquired
entity into the Company with no substantial adverse affect on the acquired entity's, or the Company's existing operations, employee
relationships, vendor relationships, customer relationships or financial performance; (vii) the failure of the Company's licensees to market
successfully licensed products or to preserve the value of the Company's brands, or their misuse of the Company's brands; and (viii) other
risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission.

The Company does not undertake any obligation to update publicly any forward-looking statement, whether as a result of the receipt of new
information, future events or otherwise.

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm

We have reviewed the condensed consolidated balance sheets of Phillips-Van Heusen Corporation as of October 31, 2004 and November 2, 2003,
the related condensed consolidated income statements for the thirteen and thirty-nine week periods ended October 31, 2004 and November 2, 2003
and the related condensed consolidated statements of cash flows for the thirty-nine week periods ended October 31, 2004 and November 2, 2003.
These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of
interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of
the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial
statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheet of Phillips-Van Heusen Corporation as of February 1, 2004, and the related consolidated income statement, statement
of changes in stockholders' equity, and statement of cash flows for the year then ended (not presented herein) and in our report dated March 8,
2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of February 1, 2004, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.



| | ERNST & YOUNG LLP
| | -----------------





New York, New York

November 16, 2004





































-1-





Phillips-Van Heusen Corporation

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

|                                                                  | UNAUDITED    | AUDITED      | UNAUDITED    
|----------------------------------------------------------------- | ------------ | ------------ | -------------
|                                                                  | October 31,  | February 1,  | November 2,  
|                                                                  | 2004         | 2004         | 2003         
|                                                                  |              |              |              
|ASSETS                                                            |              |              |              
|Current Assets:                                                   |              |              |              
|Cash and Cash Equivalents                                         | $     94,303 | $   132,988  | $      82,087
|Accounts Receivable, net of allowances for doubtful accounts of   |              |              |              
|$5,989, $5,863 and $5,903                                         | 160,213      | 96,691       | 184,021      
|Inventories                                                       | 242,671      | 218,428      | 233,412      
|Other, including deferred taxes of $17,164, $17,164 and $27,454   | 33,218       | 40,805       | 43,523       
|Total Current Assets                                              | 530,405      | 488,912      | 543,043      
|Property, Plant and Equipment                                     | 146,263      | 138,537      | 142,364      
|Goodwill                                                          | 173,497      | 160,391      | 153,309      
|Tradenames and Other Intangible Assets                            | 628,727      | 628,773      | 628,788      
|Other Assets                                                      | 30,378       | 22,670       | 25,126       
|                                                                  | $1,509,270   | $1,439,283   | $1,492,630   
|                                                                  |              |              |              
|LIABILITIES AND STOCKHOLDERS' EQUITY                              |              |              |              
|Current Liabilities:                                              |              |              |              
|Accounts Payable                                                  | $     60,265 | $     49,772 | $     52,917 
|Accrued Expenses                                                  | 134,682      | 133,092      | 136,543      
|Total Current Liabilities                                         | 194,947      | 182,864      | 189,460      
|Long-Term Debt                                                    | 399,510      | 399,097      | 399,076      
|Other Liabilities, including deferred taxes of $199,905, $178,269 |              |              |              
|and $198,378                                                      | 327,145      | 296,419      | 330,396      
|                                                                  |              |              |              
|Series B convertible redeemable preferred stock, par value $100   |              |              |              
|per share; 10,000 shares authorized, issued and outstanding       | 264,746      | 264,746      | 264,746      
|                                                                  |              |              |              
|Stockholders' Equity:                                             |              |              |              
|Preferred Stock, par value $100 per share; 150,000 shares         |              |              |              
|authorized (125,000 shares designated as Series A; 15,000 shares  |              |              |              
|undesignated); no Series A or undesignated shares outstanding     | -            | -            | -            
|Common Stock, par value $1 per share; 100,000,000 shares          |              |              |              
|authorized; shares issued 31,128,023; 30,645,744 and 30,481,299   | 31,128       | 30,646       | 30,481       
|Additional Capital                                                | 160,944      | 155,397      | 153,163      
|Retained Earnings                                                 | 166,497      | 145,649      | 160,084      
|Accumulated Other Comprehensive Loss                              | (35,068)     | (35,081)     | (34,322)     
|                                                                  | 323,501      | 296,611      | 309,406      
|Less:  39,685; 33,045 and 33,045 shares of common stock           |              |              |              
|held in treasury - at cost                                        | (579)        | (454)        | (454)        
|Total Stockholders' Equity                                        | 322,922      | 296,157      | 308,952      
|                                                                  |              |              |              
|                                                                  | $1,509,270   | $1,439,283   | $1,492,630   



See accompanying notes.





-2-

Phillips-Van Heusen Corporation

Condensed Consolidated Income Statements

Unaudited

(In thousands, except per share data)

|                                             | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
|-------------------------------------------- | -------------------- | -----------------------
|                                             | October 31,          | November 2,            
|                                             | 2004                 | 2003                   
|                                             |                      |                        
|Net sales                                    | $422,652             | $416,117               
|Royalty and other revenues                   | 50,804               | 37,480                 
|Total revenues                               | 473,456              | 453,597                
|                                             |                      |                        
|Cost of goods sold                           | 263,544              | 275,272                
|                                             |                      |                        
|Gross profit                                 | 209,912              | 178,325                
|                                             |                      |                        
|Selling, general and administrative expenses | 160,408              | 142,655                
|                                             |                      |                        
|Gain on sale of investment                   | -                    |                        
|                                             |                      |                        
|Income before interest and taxes             | 49,504               | 35,670                 
|                                             |                      |                        
|Interest expense                             | 8,822                | 9,352                  
|Interest income                              | 457                  | 168                    
|                                             |                      |                        
|Income before taxes                          | 41,139               | 26,486                 
|                                             |                      |                        
|Income tax expense                           | 14,398               | 9,452                  
|                                             |                      |                        
|Net income                                   | 26,741               | 17,034                 
|                                             |                      |                        
|Preferred stock dividends                    | 5,280                | 5,177                  
|                                             |                      |                        
|Net income available to common               |                      |                        
|stockholders                                 | $  21,461            | $  11,857              
|                                             |                      |                        
|Basic net income per common share            | $       0.69         | $       0.39           
|                                             |                      |                        
|Diluted net income per common share          | $       0.52         | $       0.34           
|                                             |                      |                        
|                                             |                      |                        
|Dividends declared per common share          | $      0.075         | $     0.075            
|                                             |                      |                        





See accompanying notes.













-3-

Phillips-Van Heusen Corporation

Condensed Consolidated Statements of Cash Flows

Unaudited

(In thousands)

|                                                                              | Thirty-Nine Weeks Ended
|----------------------------------------------------------------------------- | -----------------------
|                                                                              | October 31,            
|                                                                              | 2004                   
|                                                                              |                        
|OPERATING ACTIVITIES:                                                         |                        
|Net income                                                                    | $   41,324             
|Adjustments to reconcile to net cash provided (used) by operating activities: |                        
|Depreciation and amortization                                                 | 20,645                 
|Deferred income taxes                                                         | 21,636                 
|Prepayment penalty on early extinguishment of debt                            | 7,293                  
|                                                                              |                        
|Changes in operating assets and liabilities:                                  |                        
|Receivables                                                                   | (63,522)               
|Inventories                                                                   | (24,243)               
|Accounts payable and accrued expenses                                         | 12,690                 
|Prepaids and other-net                                                        | 16,001                 
|Net Cash Provided (Used) By Operating Activities                              | 31,824                 
|                                                                              |                        
|                                                                              |                        
|INVESTING ACTIVITIES:                                                         |                        
|Purchase of property, plant and equipment                                     | (26,885)               
|Contingent purchase price payments to Mr. Klein                               | (16,890)               
|Sale of investment in Gant Company AB, net of related fees                    | -                      
|Acquisition of Calvin Klein, net of acquired cash                             | -                      
|Net Cash Used By Investing Activities                                         | (43,775)               
|                                                                              |                        
|                                                                              |                        
|FINANCING ACTIVITIES:                                                         |                        
|Purchase and redemption, including prepayment penalty,                        |                        
|of 9 1/2% senior subordinated notes                                           | (157,293)              
|Proceeds from issuance of 7 1/4% senior unsecured notes,                      |                        
|net of related fees                                                           | 145,131                
|Proceeds from issuance of 10% secured term loan                               | -                      
|Repayment of 10% secured term loan                                            | -                      
|Proceeds from issuance of 8 1/8% senior unsecured notes, net of related fees  | -                      
|Proceeds from revolving line of credit                                        | -                      
|Payments on revolving line of credit                                          | -                      
|Proceeds from issuance of Series B convertible redeemable preferred stock,    |                        
|net of related fees                                                           | -                      
|Exercise of stock options                                                     | 6,029                  
|Acquisition of treasury shares                                                | (125)                  
|Cash dividends on common stock                                                | (4,635)                
|Cash dividends on preferred stock                                             | (15,841)               
|Net Cash (Used) Provided By Financing Activities                              | (26,734)               
|                                                                              |                        
|Decrease in cash                                                              | (38,685)               
|                                                                              |                        
|Cash at beginning of period                                                   | 132,988                
|                                                                              |                        
|Cash at end of period                                                         | $    94,303            
|                                                                              |                        

See accompanying notes.

-4-

PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar and share amounts in thousands, except per share data)

1.  GENERAL

The Company's fiscal years are based on the 52-53 week period ending on the Sunday closest to February 1, and are designated by the calendar
year in which the fiscal year commences.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information. Accordingly, they do not contain all disclosures required by accounting
principles generally accepted in the United States for complete financial statements. Reference should be made to the audited consolidated
financial statements, including the notes thereto, included in the Company's Annual Report on Form 10-K for the fiscal year ended February 1,
2004.

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

The results of operations for the thirty-nine weeks ended October 31, 2004 and November 2, 2003 are not necessarily indicative of those for
a full fiscal year due, in part, to seasonal factors. The data contained in these financial statements are unaudited and are subject to year-
end adjustments. However, in the opinion of management, all known adjustments (which consist only of normal recurring accruals) have been made
to present fairly the consolidated operating results for the unaudited periods.

Certain reclassifications have been made to the condensed consolidated financial statements for the prior year periods to present that
information on a basis consistent with the current year.

2.  INVENTORIES

Inventories, comprised principally of finished goods, are stated at the lower of cost or market. Cost for certain apparel inventories is
determined using the last-in, first-out method (LIFO). Cost for all other inventories is determined using the first-in, first-out method
(FIFO). At October 31, 2004, February 1, 2004 and November 2, 2003, no LIFO reserve was recorded because LIFO cost approximated FIFO cost.

The final determination of cost of sales and inventories under the LIFO method is made at the end of each fiscal year based on inventory
cost and quantities on hand. Interim LIFO determinations are based on management's estimates of expected year-end inventory levels and costs.
Such estimates are subject to revision at the end of each quarter. Since estimates of future inventory levels and costs are subject to external
factors, interim financial results are subject to year-end LIFO inventory adjustments.



























-5-

3.  EARNINGS PER SHARE

The Company computed its basic and diluted net income per common share as follows:

|                                                     | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
|---------------------------------------------------- | -------------------- | -----------------------
|                                                     | 10/31/04             | 11/2/03                
|                                                     |                      |                        
|Net income                                           | $26,741              | $17,034                
|Less: Preferred stock dividends                      | 5,280                | 5,177                  
|Net income available to common stockholders for      |                      |                        
|basic net income per common share                    | 21,461               | 11,857                 
|Add back preferred stock dividends                   | 5,280                | 5,177                  
|Net income available to common stockholders          |                      |                        
|for diluted net income per common share              | $26,741              | $17,034                
|                                                     |                      |                        
|Weighted average common shares outstanding for       |                      |                        
|basic net income per common share                    | 31,066               | 30,398                 
|                                                     |                      |                        
|Impact of dilutive employee stock options            | 1,635                | 787                    
|                                                     |                      |                        
|Impact of assumed preferred stock conversion         | 18,910               | 18,541                 
|                                                     |                      |                        
|Total shares for diluted net income per common share | 51,611               | 49,726                 
|                                                     |                      |                        
|Basic net income per common share                    | $    0.69            | $   0.39               
|                                                     |                      |                        
|Diluted net income per common share                  | $    0.52            | $   0.34               

Potentially dilutive securities excluded from the calculation of diluted net income per common share are as follows:

|                           | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
|-------------------------- | -------------------- | -----------------------
|                           | 10/31/04             | 11/2/03                
|                           |                      |                        
|Antidilutive stock options | 0                    | 10                     
|                           |                      |                        

In addition, conversion of the Company's convertible redeemable preferred stock into 18,910 and 17,603 common shares outstanding for the
thirty-nine weeks ended October 31, 2004 and November 2, 2003, respectively, was not assumed because the inclusion thereof would have been
antidultive.

4.  COMPREHENSIVE INCOME

Comprehensive income is as follows:

|                                                 | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
|------------------------------------------------ | -------------------- | -----------------------
|                                                 | 10/31/04             | 11/2/03                
|                                                 |                      |                        
|Net income                                       | $26,741              | $17,034                
|Other comprehensive income (loss), net of taxes: |                      |                        
|Foreign currency translation adjustments         | 83                   | (42)                   
|Gain (loss) on foreign currency hedges           | -                    | 131                    
|Comprehensive income                             | $26,824              | $17,123                











-6-

The income tax effect related to foreign currency translation adjustments was an expense of $51 and $8 for the thirteen and thirty-nine
weeks ended October 31, 2004, respectively. The income tax effect related to foreign currency translation adjustments was a benefit of $25 and
an expense of $46 for the thirteen and thirty-nine weeks ended November 2, 2003, respectively. The income tax effect related to the foreign
currency hedges was an expense of $76 and a benefit of $17 for the thirteen and thirty-nine weeks ended November 2, 2003, respectively.

5.  STOCK-BASED COMPENSATION

The Company accounts for its stock options under the intrinsic value method 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," as amended by
FASB Statement No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure." 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.

The following table illustrates the effect on net income and net income per common share as if the Company had applied the fair value
recognition provisions of FASB Statement No. 123:

|                                           | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
|------------------------------------------ | -------------------- | -----------------------
|                                           | 10/31/04             | 11/2/03                
|                                           |                      |                        
|Net income - as reported                   | $26,741              | $17,034                
|Deduct:  Stock-based employee              |                      |                        
|compensation expense determined under fair |                      |                        
|value method, net of related tax effects   | 1,195                | 979                    
|Net income - as adjusted                   | $25,546              | $16,055                
|                                           |                      |                        
|Net income per common share:               |                      |                        
|Basic - as reported                        | $    0.69            | $    0.39              
|Diluted - as reported                      | $    0.52            | $    0.34              
|Basic - as adjusted                        | $    0.65            | $    0.36              
|Diluted - as adjusted                      | $    0.50            | $    0.32              

In March 2004, the Financial Accounting Standards Board issued Exposure Draft, "Share-Based Payment-an amendment of FASB Statements No. 123
and 95." This proposed standard, which is expected to be effective for periods beginning after June 15, 2005, would require that the Company
recognize an expense for its equity-based compensation programs, including stock options. The Company is currently evaluating the provisions of
this proposed standard to determine its impact on the Company's future financial statements.

6.  ACQUISITION OF CALVIN KLEIN

On February 12, 2003, the Company purchased all of the issued and outstanding stock of Calvin Klein, Inc. and certain affiliated companies.
The purchase price included, in consideration of Mr. Klein's sale to the Company of all of his rights under a design services letter agreement
with Calvin Klein, Inc., contingent purchase price payments for 15 years based on 1.15% of total worldwide net sales of products bearing any of
the Calvin Kleinbrands. Such contingent purchase price payments are recorded as an addition to goodwill.

If the acquisition, including the issuance of convertible redeemable preferred stock, had occurred on the first day of fiscal 2003 instead
of on February 12, 2003, the Company's proforma consolidated results of operations would have been:



|                                              | Thirty-Nine Weeks Ended
|--------------------------------------------- | -----------------------
|                                              | 11/2/03                
|                                              |                        
|Total revenues                                | $1,217,005             
|Net income                                    | $     23,488           
|Basic and diluted net income per common share | $          0.27        

-7-

In connection with the acquisition, the Company recorded a liability of $19,724 in accordance with EITF 95-3, "Recognition of Liabilities in
Connection with a Purchase Business Combination," principally related to severance and termination benefits for certain employees of the
acquired entities and lease and other contractual obligations related to certain facilities which the Company no longer operates. Through the
end of 2003, the Company charged $9,607 to this liability, leaving $10,117 in this liability at February 1, 2004. Through the first nine months
of 2004, the Company charged $4,917 to this liability. The Company also recorded an adjustment of $3,784 to this liability in the third quarter
of 2004 due to a change in the fair value of future lease payments in a facility which the Company no longer operates. The adjustment to the
liability was recorded to goodwill. The balance of this liability was $1,416 at October 31, 2004.

7.  SALE OF INVESTMENT

In the second quarter of 2003, the Company sold its minority interest in Gant Company AB for $17,234, net of related fees, which resulted in
a pre-tax gain of $3,496.

8.  ASSET IMPAIRMENTS, ACTIVITY EXIT COSTS AND OTHER CHARGES

Licensing the Bass Wholesale Business

In the fourth quarter of 2003, the Company announced the licensing of the Bass brand for wholesale distribution of footwear to Brown
Shoe Company, Inc. and the Company's exiting of the wholesale footwear business. In connection with exiting the wholesale footwear business,
the Company relocated its continuing retail footwear operations from South Portland, Maine to its New York, New York and Bridgewater, New
Jersey offices.

Costs associated with these activities are as follows:

|                                                |                | Incurred   | Incurred During | Cumulative
|----------------------------------------------- | -------------- | ---------- | --------------- | ----------
|                                                |                | in Quarter | Thirty-Nine     | Incurred  
|                                                | Total Expected | Ended      | Weeks Ended     | Through   
|                                                | to be Incurred | 10/31/04   | 10/31/04        | 10/31/04  
|                                                |                |            |                 |           
|Severance and termination benefits              | $  5,988       | $   747    | $  4,182        | $  5,891  
|Long-lived asset impairments                    | 3,130          | -          | -               | 3,130     
|Inventory liquidation costs                     | 3,669          | -          | 262             | 3,669     
|Lease termination costs                         | 3,732          | 3,732      | 3,732           | 3,732     
|Relocation of retail operations and other costs | 6,950          | 1,769      | 4,284           | 5,637     
|Total                                           | $23,469        | $6,248     | $12,460         | $22,059   

Liabilities recorded in connection with these activities are as follows:

|                                   |           | Costs Incurred | Costs Paid     |            
|---------------------------------- | --------- | -------------- | -------------- | -----------
|                                   |           | During Thirty- | During Thirty- |            
|                                   | Liability | Nine Weeks     | Nine Weeks     | Liability  
|                                   | at 2/1/04 | Ended 10/31/04 | Ended 10/31/04 | at 10/31/04
|                                   |           |                |                |            
|Severance and termination benefits | $1,660    | $4,182         | $3,339         | $2,503     
|Lease termination costs            | -         | 3,732          | 75             | 3,657      
|Total                              | $1,660    | $7,914         | $3,414         | $6,160     

The lease termination costs relate to the Company's facility in South Portland, Maine. Under FASB Statement No. 146, "Accounting for Costs
Associated with Exit and Disposal Activities," such costs were recorded based on their fair value in the third quarter of 2004 when the
facility ceased to be used. The long-lived asset impairments relate principally to leasehold improvements in the South Portland, Maine facility
and to various information systems that specifically supported the Company's wholesale footwear business. Costs associated with severance and
termination benefits, long-lived asset impairments, and the relocation of retail operations and other costs are included in selling, general
and administrative expenses of the Apparel and Related Products segment. Inventory liquidation costs are included in cost of goods sold of the
Apparel and Related Products segment.

-8-

Retail Store Asset Impairment and Store Closings

During 2003 and 2002, the Company's retail factory outlet stores were under significant competitive pressure, which resulted in negative
same store sale comparisons and reduced overall profitability. This condition was an impairment indicator which caused the Company to evaluate
its portfolio of stores to determine whether the net book value of the long-lived assets within the stores, principally leasehold improvements,
was recoverable.

Based on this evaluation, during the fourth quarter of 2003, the Company determined that the long-lived assets in approximately 200 stores
were not recoverable, which resulted in the Company recording an impairment of $9,017. This determination was made by comparing each store's
expected undiscounted future cash flows to the carrying amount of the long-lived assets, and for each store in which the long-lived assets were
not deemed recoverable, the net book value of the long-lived assets in excess of the fair value was written off. Fair value was estimated based
on the Company's past experience in disposing of leasehold improvements of stores which it has closed.

In connection with the recording of the impairment of long-lived assets, the Company determined it would close a significant number of the
impaired stores. Costs associated with these activities are as follows:

|                                   |          |            | Incurred    |           
|---------------------------------- | -------- | ---------- | ----------- | ----------
|                                   | Total    | Incurred   | During      | Cumulative
|                                   | Expected | in Quarter | Thirty-Nine | Incurred  
|                                   | to be    | Ended      | Weeks Ended | Through   
|                                   | Incurred | 10/31/04   | 10/31/04    | 10/31/04  
|                                   |          |            |             |           
|Severance and termination benefits | $   867  | $  63      | $   240     | $    385  
|Lease termination costs            | 2,098    | 26         | 87          | 2,065     
|Inventory liquidation costs        | 2,000    | 215        | 1,072       | 1,072     
|Total                              | $4,965   | $304       | $1,399      | $3,522    

Liabilities recorded in connection with these activities are as follows:

|                        |           | Costs Incurred | Costs Paid     |            
|----------------------- | --------- | -------------- | -------------- | -----------
|                        |           | During Thirty- | During Thirty- |            
|                        | Liability | Nine Weeks     | Nine Weeks     | Liability  
|                        | at 2/1/04 | Ended 10/31/04 | Ended 10/31/04 | at 10/31/04
|                        |           |                |                |            
|Lease termination costs | $1,500    | $87            | $1,587         | $0         

The charges for the asset impairment, severance and termination benefits and lease termination costs are included in selling, general and
administrative expenses of the Apparel and Related Products segment. Inventory liquidation costs are included in cost of goods sold of the
Apparel and Related Products segment.

9.  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

During the second quarter of 2003, the Company entered into forward exchange contracts in advance of future purchases of inventory
denominated in Euros. These forward exchange contracts were used to hedge against the Company's exposure to changes in the exchange rate for
the Euro. The forward exchange contracts were not held for the purpose of trading or speculation. Therefore, the Company classified these
contracts as cash flow hedges. The principal terms of the foreign exchange contracts were the same as the underlying inventory purchases;
therefore changes in the fair value of the forward contracts were highly effective in offsetting changes in the expected cash flows from the
inventory purchases. At November 2, 2003, the Company's foreign exchange contracts had a notional amount of $2,939, with maturity dates through
December 2003. At October 31, 2004, the Company had no foreign exchange contracts outstanding.









-9-



10.  CONVERTIBLE REDEEMABLE PREFERRED STOCK

In connection with the Calvin Klein acquisition, the Company issued $250,000 of convertible redeemable preferred stock. The cash proceeds
from this issuance after related fees were $249,250. The convertible redeemable preferred stock has a conversion price of $14.00 per share and
a dividend rate of 8% per annum, payable quarterly, in cash. If the Company elects not to pay a cash dividend for any quarter, then the
convertible redeemable preferred stock will be treated for purposes of the payment of future dividends and upon conversion, redemption or
liquidation as if an in-kind dividend had been paid. As of October 31, 2004, the liquidation preference of the convertible redeemable preferred
stock was $264,746. Conversion may occur any time at the option of the preferred stockholders. Conversion may occur at the Company's option
after February 12, 2007, if the market value of the Company's common stock equals or exceeds 225% of the conversion price then in effect for 60
consecutive days. The preferred stockholders can require the Company to redeem for cash all of the then outstanding shares of convertible
redeemable preferred stock on or after November 1, 2013. On all matters put to a vote to holders of common stock, each holder of shares of the
convertible redeemable preferred stock is entitled to the number of votes equal to the number of shares that would be issued upon conversion of
the convertible redeemable preferred stock into common stock. The preferred stockholders have the right to elect separately as a class three
directors and to have one of their directors serve on the compensation, nominating and executive committees of the Company's board subject to
applicable law, rule and regulation.

11.  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 in an amount consistent with Federal law and regulations.

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. During 2002, the postretirement plan was amended to eliminate benefits for active participants who, as of January 1, 2003, had not
attained age 55 and 10 years of service.

Net benefit cost was recognized as follows:

|                                   | Pension Plans       
|---------------------------------- | --------------------
|                                   | Thirteen Weeks Ended
|                                   | 10/31/04            
|                                   |                     
|Service cost, including expenses   | $ 1,334             
|Interest cost                      | 3,065               
|Amortization of net loss           | 1,744               
|Expected return on plan assets     | (3,132)             
|Amortization of prior service cost | 496                 
|                                   | $ 3,507             

|                                   | Postretirement Plan 
|---------------------------------- | --------------------
|                                   | Thirteen Weeks Ended
|                                   | 10/31/04            
|                                   |                     
|Interest cost                      | $ 585               
|Amortization of net loss           | 310                 
|Amortization of prior service cost | (111)               
|                                   | $ 784               







-10-



12.  GOODWILL

The changes in the carrying amount of goodwill for the period ended October 31, 2004, by segment, are as follows:

|                                                | Apparel and |              |         
|----------------------------------------------- | ----------- | ------------ | --------
|                                                | Related     | Calvin Klein |         
|                                                | Products    | Licensing    | Total   
|                                                |             |              |         
|Balance as of February 1, 2004                  | $94,742     | $65,649      | $160,391
|Contingent purchase price payments to Mr. Klein | -           | 16,890       | 16,890  
|Calvin Klein acquisition liability adjustment   | -           | (3,784)      | (3,784) 
|Balance as of October 31, 2004                  | $94,742     | $78,755      | $173,497

13.  LONG-TERM DEBT

Long-term debt is as follows:

|                                          | 10/31/04 | 2/1/04   | 11/2/03 
|----------------------------------------- | -------- | -------- | --------
|                                          |          |          |         
|7 1/4% senior unsecured notes due 2011    | $150,000 | $      - | $      -
|8 1/8% senior unsecured notes due 2013    | 150,000  | 150,000  | 150,000 
|7 3/4% debentures due 2023                | 99,510   | 99,501   | 99,499  
|9 1/2% senior subordinated notes due 2008 | -        | 149,596  | 149,577 
|                                          | $399,510 | $399,097 | $399,076

In connection with the Calvin Klein acquisition, the Company entered into a 10% secured term loan agreement for $125,000 with the holders of
the convertible redeemable preferred stock. On May 5, 2003, the Company issued $150,000 of senior unsecured notes due 2013. The notes accrue
interest at the rate of 8 1/8% per annum, which is payable semi-annually. The Company used a portion of the net proceeds of the issuance to
repay the $125,000 10% secured term loan from the holders of the convertible redeemable preferred stock, plus accrued interest.

On February 18, 2004, the Company issued $150,000 of senior unsecured notes due 2011. The net proceeds of the offering after related fees
were $145,131. The notes accrue interest at the rate of 7 1/4% per annum, which is payable semi-annually. The Company used the net proceeds of
the issuance of the 7 1/4% senior unsecured notes and available cash to purchase and redeem its 9 1/2% senior subordinated notes due 2008. The
total cash paid for purchase and redemption, including a prepayment penalty, was $157,293.

14.  NONCASH INVESTING AND FINANCING TRANSACTIONS

Omitted from the Investing Activities section of the Condensed Consolidated Statement of Cash Flows for the thirty-nine weeks ended October
31, 2004 was a Calvin Klein acquisition liability adjustment of $3,784. Such adjustment was reflected as a decrease to goodwill.

Omitted from the Investing Activities and Financing Activities sections of the Condensed Consolidated Statement of Cash Flows for the
thirty-nine weeks ended November 2, 2003 were certain noncash transactions related to the acquisition of Calvin Klein. As part of the purchase
price, the Company issued shares of its common stock, valued at $30,000, to the selling shareholders. In addition, the Company issued to Mr.
Klein a nine-year warrant (valued at $637) to purchase shares of the Company's common stock.

Omitted from the Financing Activities section of the Condensed Consolidated Statement of Cash Flows for the thirty-nine weeks ended November
2, 2003 were preferred dividends of $14,746, as the Company elected not to pay a cash dividend in the first three quarters of 2003 on the
Company's convertible redeemable preferred stock.







-11-



15.  SEGMENT DATA

The Company manages and analyzes its operating results by two business segments: (i) Apparel and Related Products segment; and (ii) Calvin
Klein Licensing segment. In identifying its reportable segments, the Company evaluated its operating divisions and product offerings. The
Company aggregates the results of its dress shirt and sportswear divisions into the Apparel and Related Products segment. This segment derives
revenues from marketing dress shirts and sportswear and, to a lesser extent, footwear and other accessories, principally under the brand names
Van Heusen, IZOD, Geoffrey Beene, Arrow, Kenneth Cole New York, Kenneth Cole Reaction, Bass/G.H. Bass & Co., Calvin Klein, ck
Calvin Klein, BCBG Max Azria, BCBG Attitudeand MICHAEL Michael Kors. Products under theBCBG Max Azria, BCBG
Attitude and MICHAEL Michael Korsbrand names began to be marketed by the Company in 2004. The Calvin Klein Licensing segment
derives revenues from (a) licensing and similar arrangements worldwide of the Calvin Klein Collection, Calvin Klein and ck
Calvin Kleinbrands for a broad array of products; and (b) the marketing, directly by the Company through three Calvin Klein image
stores, of high-end apparel and accessories collections for men and women under the Calvin Klein Collection brand. The Company includes
the Calvin Klein Collection business in the Calvin Klein Licensing segment because management views the purpose of the Calvin Klein
Collection business as building and marketing the Calvin Klein brands, which supports and benefits all of the brands' licensing
businesses.

|                                                | Segment Data        
|----------------------------------------------- | --------------------
|                                                | Thirteen Weeks Ended
|                                                | 10/31/04            
|                                                |                     
|Revenues - Apparel and Related Products         |                     
|Net sales                                       | $420,117            
|Royalty and other revenues                      | 5,094               
|Total                                           | $425,211            
|                                                |                     
|Revenues - Calvin Klein Licensing               |                     
|Net sales                                       | $    2,535          
|Royalty and other revenues                      | 45,710              
|Total                                           | $  48,245           
|                                                |                     
|Total revenues                                  |                     
|Net sales                                       | $422,652            
|Royalty and other revenues                      | 50,804              
|Total                                           | $473,456            
|                                                |                     
|Operating income - Apparel and Related Products | $  41,555           
|                                                |                     
|Operating income - Calvin Klein Licensing       | 15,261              
|                                                |                     
|Corporate expenses                              | 7,312               
|                                                |                     
|Income before interest and taxes                | $  49,504           

Corporate expenses represent overhead operating expenses that the Company does not allocate to its segments and include expenses for senior
corporate management, corporate finance and information technology related to corporate infrastructure. Corporate expenses for the thirty-nine
weeks ended November 2, 2003 include a pre-tax gain of $3,496 related to the Company's sale of its minority interest in Gant.











-12-

Revenues for the Apparel and Related Products segment occur principally in the United States. Revenues for the Calvin Klein Licensing
segment occurred as follows:

|         | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
|-------- | -------------------- | -----------------------
|         | 10/31/04             | 11/2/03                
|         |                      |                        
|Domestic | $27,109              | $20,605                
|Foreign  | 21,136               | 23,204                 
|         | $48,245              | $43,809                

16.  OTHER COMMENTS

The Company has guaranteed the payment of certain purchases made by one of the Company's suppliers from three raw material vendors. The
amount guaranteed at October 31, 2004 was $674. The maximum amount guaranteed under all three contracts is $4,500. The guarantees expire on
January 31, 2005.

17.  SUBSEQUENT EVENT

On November 22, 2004, the Company entered into a definitive agreement to acquire the Arrow brand worldwide and the related licensing
business from affiliates of Cluett American Group, Inc. for approximately $70,000. The transaction is subject to customary conditions and
governmental approvals, and is expected to close by year end.

The Company currently operates the men's Arrow dress shirt and sportswear businesses in the United States under a long-term licensing
agreement with affiliates of Cluett American Group and sublicenses the boy's businesses.





























































-13-

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

OVERVIEW

The following discussion and analysis is intended to help you understand us, our operations and financial performance. It should be read in
conjunction with our consolidated financial statements and the accompanying notes.

Business Description

We are one of the largest apparel companies in the world. Our portfolio of brands includes Van Heusen, Calvin Klein, ck Calvin
Klein, IZOD, G.H. Bass & Co. and Bass, which are owned, and Arrow(which we entered into a definitive agreement to
acquire), Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, BCBG Max Azria, BCBG Attitude andMICHAEL
Michael Kors, which are licensed. We acquired Calvin Klein, Inc., a lifestyle design and marketing company, and certain affiliated
companies, in February 2003. The addition of Calvin Klein, one of the world's most highly recognized designer brands, provides us with
an additional platform for growth in revenues and profitability, and a significant royalty stream.

We believe that our strategy of managing and marketing a portfolio of nationally recognized brands across multiple product categories
through multiple channels of distribution provides a stable and broad-based platform that helps diversify our risk profile. In addition, we
leverage our sourcing, warehousing, distribution, information technology, finance and accounting expertise across all of our brands, which
allows us to respond rapidly to changes in sales trends and customer demands.

Our results in 2004 are being impacted by certain initiatives we took to focus our strategic efforts to supporting and growing our dress
shirt, sportswear and Calvin Klein businesses. In the fourth quarter of 2003, we announced we would exit the wholesale footwear business
commencing on the first day of 2004 by licensing the Bass brand for wholesale distribution of footwear to Brown Shoe Company, Inc. and
announced the closing of underperforming retail outlet stores across our Van Heusen, IZOD, Bass and Geoffrey Beene retail outlet
chains. We estimate that the total pre-tax costs to be incurred to complete these actions will approximate $37.5 million. (Please see Note 8 in
the Notes to Condensed Consolidated Financial Statements.) Overall, including the liquidation of working capital associated with exiting the
wholesale footwear business and the outlet store closing program, these actions are expected to provide positive net cash flow.

The following discussion of results of operations references integration costs incurred in 2003 associated with the acquisition of Calvin
Klein. Calvin Klein integration costs included:  (i) the sales, cost of sales and operating expenses directly attributable to the Calvin
Klein men's and women's high-end collection apparel businesses which were transferred to Vestimenta S.p.A. under a license agreement at the
end of 2003; and (ii) the costs of certain duplicative personnel and facilities incurred during the integration of various logistical and back
office functions.

RESULTS OF OPERATIONS

We generate net sales from (i) the wholesale distribution of apparel, principally under the brand names Van Heusen, Calvin
Klein, ck Calvin Klein, IZOD, Arrow, Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, BCBG Max
Azria, BCBG Attitude, MICHAEL Michael Korsand various private labels, and, through the end of 2003, footwear under the Bassbrand;
and (ii) the sale, through approximately 700 company operated retail stores, of apparel, footwear and accessories under the brand names Van
Heusen, IZOD, Geoffrey Beene, Bass and Calvin Klein. Our stores operate in an outlet format, except for three
Calvin Klein image stores located in New York City, Dallas and Paris principally selling men's and women's high-end collection apparel
and accessories, soft home furnishings and tableware. We first started selling dress shirts under the BCBG Max Azria, BCBG Attitude and
MICHAEL Michael Kors brand names in 2004.







-14-

We generate royalty and other revenues from fees for licensing the use of our trademarks. Royalty and other revenues relate principally to
licensing the Calvin Klein, IZOD and Van Heusen trademarks. In the first nine months of 2004, net sales were 89.2% and
royalty and other revenues were 10.8% of our total revenues. In the first nine months of 2003, net sales were 91.1% and royalty and other
revenues were 8.9% of our total revenues.

Gross profit on total revenues is total revenues less cost of goods sold. We include as cost of goods sold costs of production and
procurement of product, including inbound freight, purchasing and receiving, inspection and internal transfer costs. Since there is no cost of
goods sold associated with royalty and other revenues, 100% of such revenues are included in gross profit. Due to the above factors, our gross
profit may not be comparable to that of other entities.

Selling, general and administrative expenses include all operating expenses, other than expenses included in cost of goods sold. Salaries
and related fringe benefits are the largest component of selling, general and administrative expenses, comprising 50.4% of such expenses in the
first nine months of 2004. Rent and occupancy for offices, warehouses and retail stores is the next largest expense, comprising 21.4% of
selling, general and administrative expenses in the first nine months of 2004.

Thirteen Weeks Ended October 31, 2004 Compared With Thirteen Weeks Ended November 2, 2003

Net Sales

Net sales in the third quarter of 2004 increased $6.6 million to $422.7 million from $416.1 million in the prior year. This increase was due
principally to (i) sales generated from the second quarter 2004 launch of our Calvin Klein better men's sportswear line and additional
Calvin Klein retail outlet store openings in premium outlet malls; and (ii) an increase in our wholesale sportswear business driven
principally by growth in Arrow. These increases were offset, in part, by the loss of sales of $20.0 million associated with our exit of
the wholesale footwear business in connection with the license to Brown Shoe and the Calvin Klein men's and women's high end collection
apparel businesses which we licensed to Vestimenta.

Royalty and Other Revenues

Royalty and other revenues in the third quarter of 2004 increased $13.3 million to $50.8 million from $37.5 million in the prior year. Of
this $13.3 million increase, $11.6 million was attributable to the Calvin Klein Licensing segment due to new licensees and growth exhibited by
existing licensees. The remaining $1.7 million increase was attributable to the Apparel and Related Products segment, resulting principally
from our IZOD women's sportswear license with Kellwood Company.

Gross Profit on Total Revenues

Gross profit on total revenues in the third quarter of 2004 was $209.9 million, or 44.3% of total revenues, compared with $178.3 million, or
39.3% of total revenues in the prior year. The 500 basis point improvement was due principally to:  (i) an increase in royalty and other
revenues as a percentage of total revenues (royalty and other revenues do not carry a cost of sales and, as such, the gross profit percentage
on such revenues is 100.0%); (ii) the elimination of the negative impact in 2003 of the Calvin Klein men's and women's high-end
collection apparel businesses which were licensed to Vestimenta at the end of 2003; (iii) an increase in our wholesale sportswear business due
to more full priced sell-throughs; and (iv) an increase due to the impact from our higher margin Calvin Klein better men's sportswear
line, launched in the second quarter of 2004, and higher margin Calvin Klein retail outlet store openings in premium outlet malls.

















-15-

Selling, General and Administrative Expenses

Selling, general and administrative expenses in the third quarter of 2004 increased $17.7 million to $160.4 million, or 33.9% of total
revenues, from $142.7 million, or 31.4% of total revenues, in the prior year. This increase was attributable to:  (i) additional expenses
associated with operating and advertising our Calvin Klein businesses, including our Calvin Klein better men's sportswear line,
launched in the second quarter of 2004, and additional Calvin Klein retail outlet store openings in premium outlet malls; (ii) an
increase in incentive compensation expense; and (iii) expenses associated with exiting the wholesale footwear business and relocating our
continuing retail footwear operations. These increases were offset, in part, by the elimination of expenses associated with Calvin Klein
integration costs and the wholesale footwear business in connection with the license to Brown Shoe.

Interest Expense, Net

Net interest expense in the third quarter of 2004 was $8.4 million compared with $9.2 million in the prior year. This decrease was due
principally to the impact of the lower interest rate on our 7 1/4% senior unsecured notes due 2011 which were issued on February 18, 2004. We
used the net proceeds of this issuance and available funds to purchase and redeem our 9 1/2% senior subordinated notes due 2008.

Income Taxes

Income taxes for the current year are estimated at a rate of 35.0%, compared with last year's full year rate of 35.8%. The decrease in the
current year's rate relates principally to (i) anticipated higher pre-tax income, which causes state and local franchise taxes that are not
based on income to become a lower percentage; and (ii) decreased non-deductible expenses included in pre-tax book income as the prior year
included certain non-deductible expenses associated with the sale of our minority interest in Gant.

Thirty-Nine Weeks Ended October 31, 2004 Compared With Thirty-Nine Weeks Ended November 2, 2003

Net Sales

Net sales in the first nine months of 2004 decreased $9.5 million to $1,095.4 million from $1,104.9 million in the prior year. This decrease
was due principally to the loss of sales of $65.4 million associated with our exit of the wholesale footwear business in connection with the
license to Brown Shoe and the Calvin Klein men's and women's high-end collection apparel businesses which we licensed to Vestimenta.
This decrease was offset, in part, by the following:  (i) sales generated from the second quarter 2004 launch of our Calvin Klein better
men's sportswear line and additional Calvin Klein retail outlet store openings in premium outlet malls; and (ii) increases in our
wholesale dress shirt and sportswear businesses.

Net sales for the full year 2004 are expected to include the effect of exiting and starting various businesses, including, without
limitation:  (i) the loss of the net sales attributable to the wholesale distribution of footwear under the Bass brand, which in 2003
was $61.3 million; (ii) the loss of the net sales attributable to closing underperforming retail outlet stores; (iii) the loss of the net sales
from the wholesale distribution of the Calvin Klein men's and women's high-end collection apparel businesses which were licensed to
Vestimenta, the net sales of which were $20.9 million in 2003; (iv) the addition of net sales attributable to our new dress shirt licensing
arrangements for Chaps, BCBG Max Azria, BCBG Attitude, MICHAEL Michael Korsand SEAN JOHN (sales for Chaps and SEAN
JOHN will principally commence in the fourth quarter of 2004); and (v) the addition of net sales attributable to our launch of a Calvin
Klein better men's sportswear line marketed to upscale specialty and department stores and additional Calvin Klein retail outlet
store openings in premium outlet malls. We currently intend to open as many as 75 Calvin Klein outlet stores over the next three to four
years.

Royalty and Other Revenues

Royalty and other revenues in the first nine months of 2004 increased $24.7 million to $132.3 million from $107.6 million in the prior year.
This increase was due to new licensees and growth exhibited by existing licensees in the Calvin Klein Licensing segment, as well as an
additional nine days of revenue in that segment for the current year, as we acquired Calvin Klein nine days after the beginning of 2003.



-16-

The net effect of the net sales items and royalty and other revenues discussed above, as well as anticipated changes in our ongoing
businesses, is currently expected to result in an increase in 2004 full year total revenues over 2003 of 5% - 6%.

Gross Profit on Total Revenues

Gross profit on total revenues in the first nine months of 2004 was $553.2 million, or 45.1% of total revenues, compared with $493.8
million, or 40.7% of total revenues in the prior year. The 440 basis point improvement was due principally to:  (i) an increase in royalty and
other revenues as a percentage of total revenues (royalty and other revenues do not carry a cost of sales and, as such, the gross profit
percentage on such revenues is 100.0%); (ii) the elimination of the negative impact in 2003 of the Calvin Klein men's and women's high-
end collection apparel businesses which were licensed to Vestimenta at the end of 2003; (iii) an increase due to the impact from our higher
margin Calvin Klein better men's sportswear line, launched in the second quarter of 2004, and higher margin Calvin Klein retail
outlet store openings in premium outlet malls; and (iv) increases in our wholesale apparel and retail outlet businesses due to more full priced
sell-throughs and less promotional selling.

Due to anticipated promotional selling related to the closing of approximately 55 retail outlet stores as well as a more pronounced increase
in the proportionate share of wholesale sales compared with retail outlet sales (our wholesale business has lower gross margins than our retail
outlet business) in the fourth quarter of this year, we currently anticipate that the gross profit percentage increase experienced in the first
nine months of 2004 will not recur in the fourth quarter of this year. We are currently estimating the full year gross profit percentage to
increase approximately 250 basis points over 2003.

Selling, General and Administrative Expenses

Selling, general and administrative expenses in the first nine months of 2004 increased $22.1 million to $454.9 million, or 37.1% of total
revenues, from $432.8 million, or 35.7% of total revenues, in the prior year. This increase was attributable to:  (i) additional expenses
associated with operating and advertising our Calvin Klein businesses, including our Calvin Klein better men's sportswear line,
launched in the second quarter of 2004, and additional Calvin Klein retail outlet store openings in premium outlet malls; (ii) an
increase in incentive compensation expense; and (iii) expenses associated with exiting the wholesale footwear business and relocating our
continuing retail footwear operations. These increases were offset, in part, by the elimination of expenses associated with Calvin Klein
integration costs and the wholesale footwear business in connection with the license to Brown Shoe.

We currently anticipate the 2004 full year selling, general and administrative expense percentage to be relatively flat with the prior
year.

Gain on Sale of Investment

In the second quarter of 2003, we sold our minority interest in Gant for $17.2 million, net of related expenses, which resulted in a pre-tax
gain of $3.5 million.

Interest Expense, Net

Net interest expense in the first nine months of 2004 was $34.7 million compared with $27.4 million in the prior year. This increase was due
principally to a prepayment penalty of $7.3 million and the write-off of $2.1 million of debt issuance costs associated with our purchase and
redemption of our 9 1/2% senior subordinated notes due 2008 on February 18, 2004. These notes were purchased and redeemed with the net proceeds
of the issuance on February 18, 2004 of 7 1/4% senior unsecured notes due 2011 and available funds. The benefit of the lower interest rate on
the

7 1/4% senior unsecured notes partially offset the increase in interest expense related to the costs of extinguishing the 9 1/2% senior
subordinated notes. Excluding the effect of the prepayment penalty and the write-off of debt issuance costs, we currently expect that interest
expense in 2004 will decrease below 2003 levels, as the benefits of the lower interest rate on the 7 1/4% senior unsecured notes continue to be
realized.







-17-

Income Taxes

Income taxes for the current year are estimated at a rate of 35.0%, compared with last year's full year rate of 35.8%. The decrease in the
current year's rate relates principally to (i) anticipated higher pre-tax income, which causes state and local franchise taxes that are not
based on income to become a lower percentage; and (ii) decreased non-deductible expenses included in pre-tax book income as the prior year
included certain non-deductible expenses associated with the sale of our minority interest in Gant.

LIQUIDITY AND CAPITAL RESOURCES

Our cash requirements are principally to fund growth in working capital, primarily accounts receivable and inventory to support increases in
sales, and capital expenditures, including investments in information technology, warehousing and distribution and our retail stores.
Historically, we have financed these requirements from internally generated cash flow or seasonal borrowings under our revolving credit
facility.

Operating Activities

Cash provided by operating activities was $31.8 million in the first nine months of 2004 compared with cash used by operating activities of
$11.5 million in the prior year. Cash flow from net income, adjusted for depreciation and amortization, deferred income taxes and the
prepayment penalty on the early extinguishment of debt, increased $32.9 million compared with the prior year. The remaining $10.4 million
increase in operating cash flow relates principally to the following:

(i)	A $23.1 million increase in cash flow from receivables due principally to exiting the wholesale footwear business and overall quicker
collections.

(ii)	A $36.6 million decrease in cash flow from inventories due principally to a buildup of inventory in the current year's third quarter
in anticipation of fourth quarter sales increases in our wholesale businesses as well as an increase in inventory related to additional
Calvin Klein retail outlet store openings in premium outlet malls. Partially offsetting these increases was a reduction in inventory
from exiting the wholesale footwear business.

(iii)	A $15.2 million increase in cash flow from accounts payable and accrued expenses due principally to the current year not having the
significant payments which occurred in the prior year related to liabilities assumed in connection with the acquisition of Calvin Klein.

(iv)	An $8.7 million increase in cash flow from prepaids and other-net, due in part to the receipt of $5.5 million in 2004 from the
sellers of Calvin Klein, as a purchase price adjustment.

Investing Activities

Cash used by investing activities was $43.8 million in the first nine months of 2004, compared with $414.4 million in the prior year. Our
investing activities for the first nine months of 2003 were impacted significantly by the Calvin Klein acquisition. In connection with the
Calvin Klein acquisition, we are making contingent purchase price payments to Mr. Klein based on a percentage of worldwide sales of products
bearing any of the Calvin Klein brands. Such amount was $16.9 million for the first nine months of 2004, compared with $12.0 million in
the prior year. Capital spending in the first nine months of 2004 was $26.9 million compared with $18.5 million in the prior year. The capital
spending increase was due principally to additional Calvin Klein retail outlet store openings in premium outlet malls.

Financing Activities

On February 18, 2004, we issued $150.0 million of 7 1/4% senior unsecured notes due 2011. The net proceeds of the offering after related
fees were $145.1 million. We used the net proceeds of this issuance and available cash to purchase and redeem our 9 1/2% senior subordinated
notes due 2008. The total cash paid for purchase and redemption, including a prepayment penalty, was $157.3 million.













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Also impacting financing activities for the first nine months of 2004 were preferred dividends of $15.8 million on our convertible
redeemable preferred stock. We chose not to pay the preferred dividends in cash in each of the prior year's first three quarters. In addition,
cash flow from the exercise of employee stock options increased $4.5 million compared with the prior year.

Our financing activities for the first nine months of 2003 were impacted significantly by the Calvin Klein acquisition. In order to finance
the acquisition, we issued $250.0 million of convertible redeemable preferred stock. The cash proceeds of this issuance after related fees were
$249.3 million. In addition, we entered into a $125.0 million 10% secured term loan. We refinanced this term loan with a portion of the net
proceeds received from the $150.0 million 8 1/8% senior unsecured notes due 2013 that were issued on May 5, 2003. Please see notes 10, 13 and
14 in the Notes to Condensed Consolidated Financial Statements.

Total debt, which excludes convertible redeemable preferred stock, as a percentage of total capital was 40.5% as of October 31, 2004
compared with 41.6% and 41.0% as of February 1, 2004 and November 2, 2003, respectively. Total capital includes interest-bearing debt,
convertible redeemable preferred stock and stockholders' equity. These percentages, net of cash, were 34.2%, 32.2% and 35.6% as of October 31,
2004, February 1, 2004 and November 2, 2003, respectively.

Outlook

For the full year 2004, we currently expect our cash flow from operating activities to be in the range of $95.0 million to $105.0 million.
Our investing activities for 2004 are expected to include the following:  (i) the acquisition of the Arrow brand from affiliates of Cluett
American Group, Inc. for approximately $70.0 million; (ii) capital expenditures in the range of $38.0 million to $40.0 million; and (iii)
contingent purchase price payments to Mr. Klein in the range of $21.0 million to $23.0 million. Our financing activities in 2004 are expected
to include cash dividends on both our common and preferred stock of $25.8 million and cash from the exercise of stock options in the range of
$20.0 million to $25.0 million. As a result of the above mentioned items, we currently expect to have a net cash outflow in 2004 of $30.0
million to $40.0 million.

Beyond 2004, we currently expect that our net income will increase as a result of the growth in our businesses, principally related to our
various Calvin Klein businesses. Such earnings growth, if it materializes, is likely to increase our cash flow. From a cash flow perspective,
any future earnings growth may be partially offset by, among other factors, increased working capital requirements or an increase in contingent
purchase price payments to Mr. Klein.

For near-term liquidity, in addition to our cash balance, we have a secured revolving credit facility which provides for revolving credit
borrowings, as well as the issuance of letters of credit. We may, at our option, borrow and repay amounts up to a maximum of $325.0 million
under both the revolving credit borrowings and the issuance of letters of credit. Based on our working capital projections, we believe that our
borrowing capacity under this secured revolving credit facility provides us with adequate liquidity for our peak seasonal needs for the
foreseeable future. As of October 31, 2004, we had no borrowings and $131.8 million outstanding letters of credit under this facility.

In the longer term, we believe that our ability to generate earnings and cash flow will be adequate to service our debt and fund any
required working capital to support our growth. We believe that with the conversion price of our convertible redeemable preferred stock at
$14.00 per share, the preferred stock in the future will be converted to common stock rather than redeemed. However, due to the extended date
at which redemption could be required, and given our projections of future profitability, we believe that adequate financing could be secured,
if necessary, to obtain additional funds for redemption, or, if opportunities present themselves, future acquisitions.

SEASONALITY

Our business is seasonal, with higher sales and income in the second half of the year, which coincides with our two peak retail selling
seasons:  the first running from the start of the back to school and Fall selling season 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.





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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 less profitable Spring selling season at wholesale combines with retail seasonality to make the first
half weaker than the second half. Due to the Calvin Klein acquisition, in particular the impact of the substantial level of royalty and other
revenues generated from the Calvin Klein Licensing segment, which tend to be earned more evenly throughout the year, some of this historical
seasonality has been moderated, and additional moderation may occur in the future.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial instruments held by the Company include cash equivalents and long-term debt. Based upon the amount of cash equivalents held at
October 31, 2004 and the average net amount of cash equivalents that the Company currently anticipates holding during 2004, 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 or results of
operations. The note entitled "Long-Term Debt" in the Notes to the Consolidated Financial Statements included in Item 8 of the Company's Annual
Report on Form 10-K for the year ended February 1, 2004 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 our fixed rate long-term debt.

Substantially all of the Company's sales and expenses are currently denominated in United States dollars. However, certain of the Company's
operations and license agreements, particularly in the Calvin Klein Licensing segment, expose the Company to fluctuations in foreign currency
exchange rates, primarily the rate of exchange of the United States dollar against the Euro and the Yen. Exchange rate fluctuations can cause
the United States dollar equivalent of the foreign currency cash flows to vary. This exposure arises as a result of (i) license agreements that
require licensees to make royalty and other payments to the Company based on the local currency in which the licensees operate, with the
Company bearing the risk of exchange rate fluctuations; and (ii) the Company's retail and administrative operations that require cash outflows
in foreign currencies. To a certain extent, there is a natural hedge of exchange rate changes in that the foreign license agreements generally
produce cash inflows and the foreign retail and administrative operations generally produce cash outflows. The Company may from time to time
purchase foreign currency forward exchange contracts to hedge against changes in exchange rates. No forward exchange contracts were held as of
October 31, 2004. The Company believes that future exchange rate changes will not have a material effect on the Company's financial condition
or results of operations.

ITEM 4 - CONTROLS AND PROCEDURES

As of October 31, 2004, the Company carried out an evaluation, under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective as of October 31, 2004. Disclosure controls and procedures are controls
and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.

There have been no changes in the Company's internal control over financial reporting during the period to which this report relates that
have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



















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PART II - OTHER INFORMATION

ITEM 5 - OTHER INFORMATION

Our independent auditor, Ernst & Young LLP ("E&Y"), has recently notified the Securities and Exchange Commission, the Public Company
Accounting Oversight Board and the Audit Committee of our Board of Directors that certain cash handling services performed for a large number
of public companies, including Phillips-Van Heusen Corporation, by E&Y affiliates in China have raised questions regarding E&Y's
independence with respect to its performance of audit services. These services are not permitted under the auditor independence rules.

E&Y has informed the Company and its Audit Committee that it has concluded that the services performed have not impaired its
independence with respect to performance of its audit services. The Company and its Audit Committee have considered the impact the providing of
these services may have had on E&Y's independence with respect to the Company and concluded there has been no impairment of E&Y's
independence. The fees over the period the services were provided (2001 and 2002) totaled approximately $5,400. The services have been
discontinued.

ITEM 6 - EXHIBITS

|The following exhibits are included herein:
|-------------------------------------------
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| | 3.8  | Corrected Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Phillips-Van Heusen
Corporation, dated April 17, 2003 (incorporated by reference to Exhibit 3.9 to the Company's Annual Report on Form 10-K for the fiscal year
ended February 2, 2003).                                                     
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 3.9  | By-Laws of Phillips-Van Heusen Corporation, as amended through June 18, 1996 (incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the period ended July 28, 1996).                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.1  | Specimen of Common Stock certificate (incorporated by reference to Exhibit 4 to the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1981).                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.2  | Preferred Stock Purchase Rights Agreement (the "Rights Agreement"), dated June 10, 1986 between Phillips-Van Heusen Corporation
and The Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the period ended
May 4, 1986).                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.3  | Amendment to the Rights Agreement, dated March 31, 1987 between Phillips-Van Heusen Corporation 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 fiscal year ended February 2,
1987).                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.4  | Supplemental Rights Agreement and Second Amendment to the Rights Agreement, dated as of July 30, 1987, between Phillips-Van
Heusen Corporation and The Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit (c)(4) to the Company's Schedule 13E-4, Issuer
Tender Offer Statement, dated July 31, 1987).                                  
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.5  | Third Amendment to Rights Agreement, dated June 30, 1992, from Phillips-Van Heusen Corporation to The Chase Manhattan Bank,
N.A. and The Bank of New York (incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the period ended
April 30, 2000).                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.6  | Notice of extension of the Rights Agreement, dated June 5, 1996, from Phillips-Van Heusen Corporation to The Bank of New York
(incorporated by reference to Exhibit 4.13 to the Company's Quarterly Report on Form 10-Q for the period ended April 28, 1996).                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.7  | Fourth Amendment to Rights Agreement, dated April 25, 2000, from Phillips-Van Heusen Corporation to The Bank of New York
(incorporated by reference to Exhibit 4.7 to the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2000).                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.8  | Supplemental Rights Agreement and Fifth Amendment to the Rights Agreement dated February 12, 2003, between Phillips-Van Heusen
Corporation and The Bank of New York (successor to The Chase Manhattan Bank, N.A.), as rights agent (incorporated by reference to Exhibit 4.1
to the Company's Current Report on Form 8-K, filed on February 26, 2003).
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.9  | Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation 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).                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.10 | First Supplemental Indenture, dated as of October 17, 2002 to Indenture dated as of November 1, 1993 between Phillips-Van
Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.15 to the Company's Quarterly Report on Form
10-Q for the period ended November 3, 2002).                                   
| |      |                                                                                                                                                                                                                                                                                                                                                       
| | 4.11 | Second Supplemental Indenture, dated as of February 12, 2002 to Indenture, dated as of November 1, 1993, between Phillips-Van
Heusen Corporation and the Bank Of New York, As Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K,
filed on February 26, 2003).                                             





-22-



|       |                                                                                                    |                                                                                                                                                                                                                                                  
|------ | -------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 4.12                                                                                               | Indenture, dated as of May 5, 2003, between Phillips-Van Heusen Corporation and SunTrust Bank, as Trustee (incorporated by
reference to Exhibit 4.13 to the Company's Quarterly Report on Form 10-Q for the period ended May 4, 2003).           
|       |                                                                                                    |                                                                                                                                                                                                                                                  
|       | 4.13                                                                                               | Indenture, dated as of February 18, 2004 between Phillips-Van Heusen Corporation and SunTrust Bank as Trustee (incorporated by
reference to Exhibit 4.14 to the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2004).
|       |                                                                                                    |                                                                                                                                                                                                                                                  
|+ 15.  | Acknowledgement of Independent Registered Public Accounting Firm.                                 
|       |                                                                                                    |                                                                                                                                                                                                                                                  
|+ 31.1 | Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.                        
|       |                                                                                                    |                                                                                                                                                                                                                                                  
|+ 31.2 | Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.                        
|       |                                                                                                   
|+ 32.1 | Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. Section 1350.
|       |                                                                                                    |                                                                                                                                                                                                                                                  
|+ 32.2 | Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. Section 1350.
|       |                                                                                                   
|+      | Filed herewith.                                                                                   
|       |                                                                                                    |                                                                                                                                                                                                                                                  

Exhibits 32.1 and 32.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934.































































-23-



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

| | PHILLIPS-VAN HEUSEN CORPORATION
| | -------------------------------
| | Registrant                     

Dated:  December 7, 2004

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



















































































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