CERTIFICATE OF AMENDMENT

                             OF THE

                  CERTIFICATE OF INCORPORATION

                               OF

                 PHILLIPS-VAN HEUSEN CORPORATION


          The undersigned, being the President of PHILLIPS-VAN
HEUSEN CORPORATION, a Delaware corporation (the "Corporation"),
does, pursuant to Section 242 of the General Corporation Law of
the State of Delaware, hereby certify that:
     FIRST:  The Certificate of Incorporation of the Corporation
is hereby amended by striking out ARTICLE FIFTH thereof in its
entirety and by substituting in lieu thereof the following:

          "FIFTH:  The Board of Directors shall consist of not
     less than 9 nor more than 21 members as determined from time
     to time by the Board of Directors."

     SECOND:  The foregoing amendment to the Certificate of
Incorporation of the Corporation was duly adopted in accordance
with the provisions of Section 242 of the Delaware General
Corporation Law by the Board of Directors of the Corporation and
by the vote of not less than 80% of the outstanding common stock
of the Corporation (the only outstanding stock of the Corporation
entitled to vote thereon).


                                1


     IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Amendment and affirms, under penalties of perjury,
that this instrument is the act or deed of the undersigned and
the facts stated herein are true.

Dated this 18th day of June, 1996.




                                   /s/ Bruce J. Klatsky
                                   Bruce J. Klatsky
                                   President


































                                2