SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended February 2, 1997 Commission file number: 1-724

PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 13-1166910
(State of incorporation) (IRS Employer
Identification No.)
1290 Avenue of the Americas
New York, New York 10104
(Address of principal executive offices)

212-541-5200
(Registrant's telephone number)

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

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

Securities registered pursuant to Section 12(g) of the Act:
NONE

Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for at least 90 days.

Yes X No

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

The aggregate market value of the voting stock of registrant held by
nonaffiliates of the registrant as of April 17, 1997 was approximately
$317,700,000.

Number of shares of Common Stock outstanding as of April 17, 1997:
27,063,489.

DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-K
Document in which incorporated

Registrant's 1996 Annual Report to Stockholders Parts I and II
for the Fiscal Year Ended February 2, 1997

Registrant's Proxy Statement Part III
for the Annual Meeting of
Stockholders to be held on June 17, 1997

PART I
Item 1. Business

General Overview

Phillips-Van Heusen Corporation (the "Company") is a vertically
integrated manufacturer, marketer and retailer of men's, women's and
children's apparel and footwear. The Company's products include shirts, shoes
and sweaters and, to a lesser extent, neckwear, furnishings, bottoms,
outerwear and leather and canvas accessories.

The Company owns four premier brands: "Van Heusen", "Bass", "Izod" and
"Gant". In addition, the Company markets "Geoffrey Beene" labeled designer
apparel under licensing agreements with that designer, and has a licensing
agreement to market "Jantzen" branded men's sweaters, knits and golf apparel.

Wholesale distribution consists of the marketing and sale of the
Company's products to major department and specialty stores, independent
retailers, chain stores and catalog merchants. The Company's wholesale
customers for branded and designer apparel include May Co., Federated,
Frederick Atkins, Mercantile, Belks, Mervyns, Dillard's, Dayton Hudson and
JCPenney. Wholesale customers for its private label shirts include JCPenney,
Mervyn's, Lord & Taylor, Bloomingdales and Sears, while wholesale customers
for the Company's private label sweaters and golf apparel include JCPenney,
Nordstrom and Sears. The Company's customers for footwear include Nordstrom,
May Co., Dillard's, Federated and Dayton Hudson. In 1996, no one customer
accounted for more than 10% of the Company's sales.

Through its retail operations, the Company sells its products directly to
consumers in 787 Company-owned stores located primarily in manufacturers'
outlet malls. The stores are operated in five different formats: Van Heusen,
Bass, Izod, Gant and Geoffrey Beene.

According to MRCA Information Services, "Van Heusen" is the best-selling
men's dress shirt and woven sport shirt brand in the United States, and
"Geoffrey Beene" is the best-selling men's designer dress shirt in the United
States. The Company believes it is one of the largest marketers of private
label dress shirts in the United States. Also, according to NPD Consumer
Purchase Panel, "Izod" is the best selling men's sweater brand in the United
States and, according to Footwear Market Insights, "Bass" is the leading brand
of high end casual shoes in the United States.

The Company believes its overall share of the United States men's dress
shirt market, including its branded, designer and private label offerings, is
the largest of any single company. In addition to marketing dress shirts, the
Company responded to the growing casualwear market in the United States by
acquiring the "Izod" and "Gant" labels in 1995, and expanding its major brand
product offerings to casualwear. Casualwear now represents approximately 85%
of total Company sales and it is expected that casualwear will continue to
increase as a percentage of the Company's sales. The Company is also a
leading supplier of sweaters and golf apparel.

On February 17, 1995, the Company acquired the "Izod" and "Gant" brands
from Crystal Brands, Inc. In connection with the acquisition, the Company
acquired 88 outlet stores which marketed apparel under the acquired labels.
The Company converted 34 of these stores to stores which market apparel under

either the "Izod" or "Gant" label, or to other store formats which the Company
operates and closed the other 54 stores. In addition, the Company converted
substantially all of its private label retail stores into stores which market
apparel under either the "Izod" or "Gant" label.

The Company was incorporated in the State of Delaware in 1976 as the
successor to a business begun in 1881, and, with respect to Bass, a business
begun in 1876. The Company's principal executive offices are located at 1290
Avenue of the Americas, New York, New York 10104; and its telephone number is
(212) 541-5200.

Apparel Business

The marketing of the Company's apparel products is currently conducted
principally under the following labels: "Van Heusen", "Bass", "Izod", "Izod
Club", "Gant" and "Geoffrey Beene". The Company also markets various private
label apparel products.

Van Heusen

"Van Heusen" is the best-selling men's dress shirt and woven sport shirt
brand in the United States, according to research conducted by MRCA
Information Services. In addition to the "Van Heusen" label, branded products
are marketed under the sub-brands "Players", "Corporate Casual", "Khaki
Classic", "Denim Classic", and "Modern Classic."

"Van Heusen" branded dress and sport shirts and sweaters are marketed at
wholesale in the moderate to better price range to major department stores and
men's specialty stores nationwide, including May Co., Frederick Atkins,
JCPenney, Younkers and Mervyns.

In 1996, the fashion component of dress shirts became more important. As
a result, a great deal of "Fridaywear" marketed previously under the sub-brand
"Corporate Casual" became a part of the Company's general fashion dress shirt
product lines. "Corporate Casual" dress shirts sales were approximately 8% of
total dress shirts sales in 1996.

Wholesale marketing of "Van Heusen" apparel also includes knit sport
shirts, sweaters and golf apparel which is marketed under the "Van Heusen
Players" label. Major customers include JCPenney and other fine stores.

Van Heusen outlet stores offer a full collection of first quality men's
traditional, classic and contemporary dress furnishings (including dress
shirts, belts, hosiery and neckwear), men's sportswear (including sports
shirts, sweaters and bottoms) and ladies sportswear (including coordinates and
separates) and men's and women's activewear. Other than men's dress shirts,
sport shirts and sweaters, such apparel is not marketed or produced for sale
to the Company's wholesale customers.

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

Bass

The Company's marketing of apparel under the "Bass" label began in 1992
and has been continuously updated and expanded since that time.

Until 1992, the Company's Bass outlet stores had marketed only footwear
and accessories. Since that time, the Company has introduced apparel
consistent with the Bass "lifestyle" into approximately 70% of its stores,
including children's apparel in 26% of its stores. The Company plans to
continue to expand the percentage of its stores carrying "Bass" apparel to
offer lifestyle apparel for the entire family.

In 1996, Bass began to experiment with "full price" retail stores through
the opening of "Bass Lifestyle" stores in regional malls in Paramus, New
Jersey; Chicago, Illinois; and Atlanta, Georgia. These stores present "Bass"
as a casual lifestyle brand - with footwear, apparel and accessories working
together to enhance the brand's image.

Additionally, "Bass" casual dress shirts are marketed at wholesale to
major department stores, including Federated and Frederick Atkins, and are
sold in the upper moderate to better price range.

Izod

"Izod" branded apparel products consist of active inspired men's
sportswear, including "Izod" sweaters (the best-selling men's sweater brand in
the United States, according to the NPD Consumer Purchase Panel). These
products are marketed in the upper moderate to better price range to major
department stores, including JCPenney, May Co., Macy's, Mercantile and Belk's.

The Company's "Izod" outlet stores market Izod branded men's and women's
casual sportswear. Target customers are generally brand loyalists who expect
quality and fashion at reasonable prices.

Izod Club

"Izod Club" branded golf apparel products are marketed to thousands of
golf pro shops across America in the better price range. Products marketed in
the "Izod Club" men's and women's collections include knit shirts, sweaters,
bottoms, outerwear, windshirts, headwear and hosiery. Beginning with the 1996
Resort season, "Izod Club" products have been featured at Nordstrom locations
across the country. Izod Club developed a professional golf tournament
strategy in 1996, which will be highlighted by its management of the
merchandising efforts at the 1997 U.S. Open, USGA Senior's Open, and USGA
Women's Open.

Gant

"Gant" branded apparel consists of a lifestyle collection of men's better
sportswear, that includes woven and knit tops, bottoms and outerwear. "Gant"
represents a classic American offering of men's sportswear designed for
comfort and relaxed fit. "Gant's" style and quality place it in the better
price range of men's apparel. The collection is marketed through major
department stores, including Dillard's, Dayton Hudson, Belk's, Macy's and fine
specialty stores.

The Company's Gant outlet stores offer fine quality knit and woven
shirts, sweaters, pants, shorts, outerwear and accessories for men. The
"Gant" line incorporates several sportswear "lifestyles". Included are
spectator-active and casualwear products, all of which maintain detailed
construction and high quality fabrics.

Geoffrey Beene

The Company markets "Geoffrey Beene" labelled designer apparel under
three separate licensing agreements with that designer. One agreement permits
the Company to market "Geoffrey Beene" labelled dress shirts and sweaters
through 2001. Two other agreements, one for men's apparel, the other for
women's apparel, permit the Company to market "Geoffrey Beene" labelled
products in its retail stores through 2005 and 2008, respectively.

"Geoffrey Beene" dress shirts are the best-selling men's designer dress
shirts in the United States, according to MRCA Information Services.
Consistent with the increase in the demand for casual work attire, the Company
has also expanded its marketing of "Geoffrey Beene" casual dress shirts.
"Geoffrey Beene" dress shirts are sold in the upper moderate to better price
range to major department stores and men's specialty stores nationwide,
including Frederick Atkins, Federated and May Co.

The Company's Geoffrey Beene stores offer a distinctive collection of
men's "Geoffrey Beene" labelled products, including dress and sport shirts,
neckwear, furnishings, outerwear, bottoms and sportswear. Through their
product mix, the Geoffrey Beene stores seek to meet the full needs of men's
wardrobes (excluding suits) from dress furnishings to casualwear. The
merchandising strategy is focused on an upscale, fashion forward consumer in
the upper moderate price range.

Some Geoffrey Beene stores also offer "Geoffrey Beene" women's wear.
Stores offering these products carry a full line of women's casual apparel
bearing the designer's name.

Jantzen

On January 24, 1995, the Company entered into a licensing agreement to
market "Jantzen" branded men's sweaters, knits and golf apparel. The
licensing agreement expires January 31, 2000 but, under certain conditions,
the Company may extend the agreement for an additional five years. "Jantzen"
apparel products are sold in the moderate price range. Major customers for
"Jantzen" branded apparel are department and specialty stores including
Belk's, Federated, Dayton Hudson and Younkers. The Company believes that the
licensing agreement further strengthens the Company's position as the leading
sweater and golf apparel supplier in the United States.

Private Label Apparel

Private label programs offer the retailer the ability to create its own
line of exclusive merchandise and give the retailer control over distribution
of the product. The Company's customers work with the Company's designers to
develop shirts in the styles, sizes and cuts which the customers desire to
sell in their stores with their particular store names or private labels.
Private label programs offer the consumer quality product and offer the
retailer the opportunity to enjoy higher margins and product exclusivity.
Private label products, however, do not have the same level of consumer
recognition as branded products and private label manufacturers do not
generally provide retailers with the same services and support as branded
manufacturers.

The Company markets at wholesale men's dress shirts under private labels
to major national retail chains and department stores, including JCPenney,
Mervyns, Lord & Taylor, Bloomingdales and Sears. Private label sport shirts
are marketed to major retailers including K-Mart, Wal-Mart, Target, Sears and
JCPenney. Private label sweaters and golf apparel are marketed to traditional
department and specialty stores, national retail chains and catalog merchants,
including JCPenney and Sears. The Company also markets shirts to companies in
service industries, including major airlines and food chains. The Company
believes it is one of the largest marketers of private label dress shirts in
the United States.

During 1995, the Company ceased operating its Cape Isle Knitters and
Windsor Shirt private label retail stores, in large part by converting these
stores to other store formats which the Company operates. The Company plans
to market private label apparel only at wholesale for the foreseeable future.

Competition in the Apparel Industry

The apparel industry is highly competitive due to its fashion
orientation, its mix of large and small producers, the flow of domestic and
imported merchandise and the wide diversity of retailing methods. Competitive
pressures have been increased by the recent consolidations and closings of
major department store groups. Based on the variety of the apparel marketed
by the Company and the various channels of distribution it has developed, the
Company believes it is well-positioned in the industry, although the Company
has many diverse competitors in both manufacturing and retailing.

The Company's apparel wholesale divisions experience competition in
branded, designer and private label products. Some of the larger dress shirt
competitors include: Bidermann Industries ("Arrow" brand); Salant Corporation
("Perry Ellis" and "John Henry" brands); Smart Shirt (private label shirt
division of Kellwood); Capital Mercury (private label shirts); and Oxford
Industries (private label shirts). Some of the larger sportswear competitors
include: Warnaco ("Chaps" brand); Nautica Enterprises ("Nautica" brand);
Polo/Ralph Lauren L.P. ("Polo" brand); Ashworth and Tommy Hilfiger. For
sweaters, the Company's brands compete for department store floor space with
private label sweaters. While several apparel manufacturers currently operate
outlet stores, the Company believes that none offers a similar selection of
product in the variety of formats offered by the Company. The Company's
retail stores also compete with department stores, specialty stores, chain
stores and catalogs.

Footwear Business

The Company's footwear business consists of the manufacture, procurement
for sale and marketing of a broad line of traditional men's, women's and
children's casual shoes under the "Bass" brand name in the moderate to better
price range. The Company also offers a line of men's dress shoes. Various
sub-brands are utilized, the most important ones being "Weejun" and "Sunjun".
"Bass" is the leading brand of high end casual shoes in the United States,
according to research conducted by Footwear Market Insights ("FMI"). Based on
the number of pairs sold, FMI's research shows "Bass" branded footwear with a
12.9% share of the high end casual shoe market.

Bass' traditional wholesale customers are major department stores and
specialty shoe stores throughout the United States, including Nordstrom,
Federated, May Co., Dillard's and Dayton Hudson. In 1992, Bass began
marketing its footwear internationally and is now selling footwear to
retailers in Europe, Canada, South America, the Middle East, Africa and Asia.

All footwear is designed in-house, regardless of source, to maintain
tight control of the styling and quality offered by the brand.

The Company's Bass stores, located primarily in manufacturers' outlet
malls, typically carry an assortment of "Bass" shoes and accessories, in the
moderate to upper moderate price range, as well as complementary products not
sold to wholesale customers. Apparel is marketed in approximately 70% of the
Company's Bass stores. The Company also opened three "Bass Lifestyle" "full
price" stores in regional malls in 1996 to promote the brand's identity and
image.

Bass' merchandising strategy is focused on achieving an American classic
look that emphasizes the end-use of casual and weekend styles which represent
the "Bass Lifestyle" through classic and traditional design.

Competition in the Shoe Industry

The shoe industry is characterized by fragmented competition.
Consequently, retailers and consumers have a wide variety of choices regarding
brands, style and price. However, over the years, Bass has maintained its
important position in the traditional casual footwear market. The Company's
primary competitors include Dexter, Rockport, Timberland, Sperry and Sebago.
The Company believes, however, that it manufactures a more extensive line of
footwear for both genders and in a broader price range than any of its
competitors.

Currently, Bass outlet stores have few direct footwear competitors.
Dexter and, to an even lesser extent, Timberland are the most prominent casual
footwear companies that are competing in the outlet environment. However,
multi-branded outlet footwear retailers, such as U.S. Shoe and Famous
Footwear, compete on price and assortment. The Company's retail stores also
compete with department stores, specialty stores, chain stores and catalogs.

Merchandise Design, Manufacturing and Product Procurement

The apparel and footwear merchandise manufactured by the Company as well
as the vast majority of its sourced products are planned and designed through
the efforts of its various merchandise/product development groups. These
groups consist of designers, product line builders and merchants who consider
consumer taste, fashion, history and the economic environment when creating a
product plan for a particular season. Apparel and footwear product lines are
developed primarily for two major selling seasons, spring and fall. However,
certain of the Company's product lines require more frequent introductions of
new merchandise.

The process from initial design to finished product varies greatly, but
generally spans nine to 12 months prior to each selling season. Raw materials
and production commitments are generally made four to 12 months prior to
production and quantities are finalized at that time. In addition, sales are
monitored regularly at both the retail and wholesale levels and modifications
in production can be made both to increase or reduce availability. The
Company's substantial efforts in the area of quick response to sales trends
(through the expanded use of its electronic data interchange "EDI" system)
maximize its inventory flexibility and minimize production overruns. This EDI
system provides a computer link between the Company and its wholesale
customers that enables both the customer and the Company to track sales,
inventory and shipments. Use of the system also reduces the amount of time it
takes a customer to determine its inventory needs and order replenishment
merchandise and for the Company to respond to the customer's order.

Dress shirts and sweaters are manufactured in the Company's domestic
apparel manufacturing facilities in Alabama, Arkansas and Puerto Rico. The
Company also operates facilities in Costa Rica, Guatemala and Honduras.
Additionally, the Company contracts for apparel merchandise with vendors
principally in the Far East, Middle East and Caribbean areas who meet its
quality and cost requirements. Footwear is manufactured in the Company's
factories located in Maine, Puerto Rico and the Dominican Republic. In
addition, the Company contracts for footwear merchandise which meets its
quality and cost requirements from overseas vendors, principally in Brazil and
the Far East.

The Company's foreign offices, located principally in Hong Kong, Taiwan,
the Philippines, Brazil and throughout Central America, enable the Company to
monitor the quality of the goods manufactured by, and the delivery performance
of, its suppliers. The Company continually seeks additional suppliers
throughout the world for its sourcing needs and places its orders in a manner
designed to limit the risk that a disruption of production at any one facility
could cause a serious inventory problem. The Company has experienced no
significant production delays or difficulties in importing goods. However,
from time to time the Company has incurred added costs by shipping goods by
air freight in order for it to meet certain delivery commitments to its
customers. The Company's purchases from its suppliers are effected through
individual purchase orders specifying the price and quantity of the items to
be produced. The Company does not have any long-term, formal arrangements
with any of the suppliers which manufacture its products. The Company
believes that it is the largest customer of many of its manufacturing
suppliers and considers its relations with its suppliers to be satisfactory.
No single supplier is critical to the Company's production needs, and the
Company believes that an ample number of alternative suppliers exist should
the Company need to secure additional or replacement production capacity.

The Company purchases raw materials, including shirting fabric, buttons,
thread, labels, yarn, piece goods and leather, from domestic and foreign
sources based on quality, pricing (including quotas and duties) and
availability factors. The Company believes it is one of the largest procurers
of shirting fabric worldwide and purchases the majority of its shirting fabric
from overseas manufacturers, due, in part, to decreased domestic production.
The Company monitors factors affecting textile production and imports and
remains flexible in order to exploit advantages in obtaining materials from

different suppliers and different geographic regions. Rawhide leather for
"Bass" footwear is procured mainly from domestic suppliers. Bass monitors the
leather market and makes purchases on the spot market or through blanket
contracts with suppliers as price trends dictate. No single supplier of raw
materials is critical to the Company's production needs and the Company
believes that an ample number of alternative suppliers exist should the
Company need to secure additional or replacement raw materials.

Advertising and Promotion

The Company has used national advertising to communicate the Company's
marketing message since the 1920's. While the Company believes that this
effort has helped create strong brand awareness and a high recognition factor
among American consumers and has contributed to the overall success of the
Company, the Company plans to increase its media marketing activities in an
aggressive fashion in 1997.

The Company advertises primarily in national print media, including
fashion, entertainment/human interest, business, men's, women's and sports
magazines. Brand awareness is further supplemented by the Company's co-op
advertising program through which the Company and individual retailers combine
their efforts and share the cost of store radio, television and newspaper
advertisements and in-store advertising and promotional events featuring the
Company's branded products.

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

Trademarks

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

Licensing

The Company has various agreements under which it licenses the use of its
brand names. The Company is licensing the "Van Heusen" name for apparel
products in Canada and in most of the South and Central American countries.
In the United States, the Company currently licenses the use of the "Van
Heusen" name for various products that it does not manufacture or source,
including boy's apparel, sleepwear, eyeglasses, neckwear and other accessories
and is exploring the possibility of licensing the name for use on other
products. The Company licenses the use of the "Bass" name for footwear in
Hong Kong, Japan, Europe and Latin America. The Company licenses the use of
the "Gant" name for a complete range of sportswear and footwear in Europe,
Australia, New Zealand and the Far East. (During 1995, the Company acquired
25% of this Gant licensee, Pyramid Sportswear, and has an option to purchase
the remaining 75% in the year 2000.) The Company also licenses the use of the
"Gant" name for outerwear and dress furnishings in the United States. The
Company licenses the use of the "Izod" name for infants, toddlers and
children's clothing, as well as "big and tall" apparel, in the United States,
and for men's and women's sportswear in Canada. The Company plans to continue
expanding its worldwide licensing efforts under the "Izod" and "Gant"
trademarks.

Retail Stores

As of February 2, 1997, the Company operated 787 stores in five different
formats: "Van Heusen", "Bass", "Izod", "Gant" and "Geoffrey Beene". The
Company's stores are located primarily in manufacturers' outlet malls. Store
layouts and designs differ among the five retail formats in order to maximize
the effectiveness of the product and pricing strategy directed toward each
format's specific target customer.

The Company is a leading operator of outlet mall stores. Other branded
apparel manufacturers who have entered the outlet mall sector include Ralph
Lauren, Liz Claiborne, Bugle Boy, Nine West, Jockey, Donna Karan, Sara Lee,
Jones New York, Nautica, Tommy Hilfiger, Calvin Klein and Anne Klein.

In the decade prior to 1995, the Company's growth was driven by the
expansion of its factory outlet retail operations. It led, however, to a
significant over-expansion in that area of the Company's business. And that,
coupled with a weakening in outlet retail sales, led to a major downturn in
operating results beginning in 1994. To address this over-expansion, during
1995 the Company initiated a plan to close some 300 stores. In 1996, these
store closings began to eliminate the Company's weakest and worst-trending
stores, accelerated the realignment of the Company's wholesale/retail sales
mix and became an important source of cash flow. Despite these closings, the
Company plans to continue selectively opening new stores in certain
manufacturers' outlet centers. However, since the Company already features
one or more of its store formats in the best-performing manufacturers' outlet
centers in the United States, and since the development and opening of new
manufacturers' outlet centers are occurring at a slower pace than in the past,
future store openings will be fewer than in recent years.

Tariffs and Import Restrictions

A substantial portion of the Company's products is manufactured by
contractors located outside the United States. These products are imported
and are subject to United States Customs laws, which impose tariffs as well as
import quota restrictions established by the Department of Commerce. However,
a significant portion of the Company's apparel products is imported from its
Caribbean Basin manufacturing facilities and is therefore eligible for certain
duty-advantaged programs commonly known as "807 Programs." While importation
of goods from certain countries from which the Company obtains goods may be
subject to embargo by United States Customs authorities if shipments exceed
quota limits, the Company closely monitors import quotas and can, in most
cases, shift production to contractors located in countries with available
quotas. The existence of import quotas has, therefore, not had a material
adverse effect on the Company's business.

Employees

As of February 2, 1997, the Company employed approximately 9,550 persons
on a full-time basis and approximately 3,150 persons on a part-time basis.
Approximately 5% of the Company's 12,700 employees are represented for the
purpose of collective bargaining by three different unions. Additional
persons, some represented by these three unions, are employed from time to
time based upon the Company's manufacturing schedules and retailing seasonal
needs. The Company believes that its relations with its employees are
satisfactory.

Item 2. Properties

The Company maintains its principal executive offices at 1290 Avenue of
the Americas, New York, New York, occupying approximately 80,000 square feet
under a sub-lease which expires on December 30, 1998. The Company also
maintains administrative offices at 404 Fifth Avenue, New York, New York,
where the Company occupies approximately 38,000 square feet under a lease
which expires on June 30, 1997, and in Bridgewater, New Jersey, where the
Company occupies a building of approximately 153,000 square feet under a lease
which expires on July 30, 2007. The following tables summarize the other
manufacturing facilities, warehouses and distribution centers, administrative
offices and retail stores of the Company as of February 2, 1997:

Apparel Business

Square Feet of
Floor Space (000's)

Owned Leased Total

Manufacturing Facilities . . . . . . . . . . . . . . 239 223 462
Warehouses and Distribution Centers. . . . . . . . . 1,728 148 1,876
Administrative . . . . . . . . . . . . . . . . . . . 16 315 331
Retail Stores. . . . . . . . . . . . . . . . . . . . 6 2,040 2,046

1,989 2,726 4,715

Footwear Business
Owned Leased Total

Manufacturing Facilities . . . . . . . . . . . . . . 274 150 424
Warehouses and Distribution Centers. . . . . . . . . 127 241 368
Administrative . . . . . . . . . . . . . . . . . . . 20 128 148
Retail Stores. . . . . . . . . . . . . . . . . . . . 8 1,413 1,421

429 1,932 2,361

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

Item 3. Legal Proceedings

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

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

None.

Executive Officers of the Registrant

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

Name Position Age

Bruce J. Klatsky Chairman; President; Chief Executive Officer;
Director 48
Irwin W. Winter Executive Vice President and Chief Financial
Officer; Director 63
Allen E. Sirkin Vice Chairman 54
Mark Weber Vice Chairman 48
Michael J. Blitzer Senior Vice President 47
Emanuel Chirico Vice President and Controller 39

Mr. Bruce J. Klatsky has been employed by the Company in various
capacities over the last 25 years, and has been President of the Company since
1987. Mr. Klatsky has served as a director of the Company since 1985 and was
named Chief Executive Officer in June of 1993 and Chairman of the Board of
Directors in June of 1994.

Mr. Irwin W. Winter joined the Company in 1987 as Vice President, Finance
and Chief Financial Officer. Mr. Winter has served as a director of the
Company since 1987.

Mr. Allen E. Sirkin has been employed by the Company since 1985. He
served as Chairman of the Company's Apparel Group since 1990 and was named
Vice Chairman of the Company in 1995.

Mr. Mark Weber has been employed by the Company in various capacities
over the last 25 years, had been a Vice President of the Company since 1988
and was named Vice Chairman of the Company in 1995.

Mr. Michael J. Blitzer has been employed by the Company since 1980. In
1995, Mr. Blitzer was named Senior Vice President. For the prior five years,
Mr. Blitzer served as President of the Company's Van Heusen retail operations.

Mr. Emanuel Chirico has been employed by the Company as Vice President
and Controller since 1993. Prior to that, Mr. Chirico was a partner with the
accounting firm of Ernst and Young LLP.

PART II

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

Information with respect to the market for the Company's common stock and
related security holder matters which appears under the heading "Selected
Quarterly Financial Data" in the 1996 Annual Report to Stockholders, is
incorporated herein by reference. As of April 17, 1997, there were 1,763
stockholders of record of the Company's common stock.

Item 6. Selected Financial Data

Selected Financial Data which appears under the heading "Ten Year
Financial Summary" in the 1996 Annual Report to Stockholders, is incorporated
herein by reference.

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

Management's Discussion and Analysis of Financial Condition and Results
of Operations which appears under the heading "Financial Review" in the 1996
Annual Report to Stockholders, is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements, which appear in the 1996 Annual
Report to Stockholders, are incorporated herein by reference.

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

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

The information required by Item 10 is incorporated herein by reference
to the section entitled "Election of Directors" of the Company's proxy
statement for the Annual Meeting of Stockholders to be held on June 17, 1997.

Item 11. Executive Compensation

Information with respect to Executive Compensation is incorporated herein
by reference to the sections entitled "Executive Compensation", "Compensation
Committee Report on Executive Compensation" and "Performance Graph" of the
Company's proxy statement for the Annual Meeting of Stockholders to be held on
June 17, 1997.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information with respect to the Security Ownership of Certain Beneficial
Owners and Management is incorporated herein by reference to the section
entitled "Security Ownership of Certain Beneficial Owners and Management" of
the Company's proxy statement for the Annual Meeting of Stockholders to be
held on June 17, 1997.

Item 13. Certain Relationships and Related Transactions

Information with respect to Certain Relationships and Related
Transactions is incorporated herein by reference to the sections entitled
"Election of Directors" and "Compensation of Directors" of the Company's proxy
statement for the Annual Meeting of Stockholders to be held on June 17, 1997.

PART IV

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

(a)(1) The following consolidated financial statements are incorporated by
reference in Item 8 of this report:

Consolidated Statements of Operations--Years Ended February 2, 1997,
January 28, 1996 and January 29, 1995
Consolidated Balance Sheets--February 2, 1997 and January 28, 1996
Consolidated Statements of Cash Flows--Years Ended February 2, 1997,
January 28, 1996 and January 29, 1995
Consolidated Statements of Changes in Stockholders' Equity--
Years Ended February 2, 1997, January 28, 1996 and January 29, 1995
Notes to Consolidated Financial Statements

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

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

Exhibit
Number

3.1 Certificate of Incorporation (incorporated by reference to Exhibit
5 to the Company's Annual Report on Form 10-K for the fiscal year
ended January 29, 1977).

3.2 Amendment to Certificate of Incorporation, filed June 27, 1984
(incorporated by reference to Exhibit 3B to the Company's Annual
Report on Form 10-K for the fiscal year ended February 3, 1985).

3.3 Certificate of Designation of Series A Cumulative Participating
Preferred Stock, filed June 10, 1986 (incorporated by reference to
Exhibit A of the document filed as Exhibit 3 to the Company's
Quarterly Report as filed on Form 10-Q for the period ended May 4,
1986).

3.4 Amendment to Certificate of Incorporation, filed June 2, 1987
(incorporated by reference to Exhibit 3(c) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1988).

3.5 Amendment to Certificate of Incorporation, filed June 1, 1993
(incorporated by reference to Exhibit 3.5 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 30, 1994).

3.6 Amendment to Certificate of Incorporation, filed June 20, 1996
(incorporated by reference to Exhibit 3.1 to the Company's Report
on Form 10-Q for the period ended July 28, 1996).

3.7 By-Laws of Phillips-Van Heusen Corporation, as amended through
June 18, 1996 (incorporated by reference to Exhibit 3.2 to the
Company's Report on Form 10-Q for the period ended July 28, 1996).

4.1 Specimen of Common Stock certificate (incorporated by reference to
Exhibit 4 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1981).

4.2 Preferred Stock Purchase Rights Agreement (the "Rights Agreement"),
dated June 10, 1986 between PVH and The Chase Manhattan Bank, N.A.
(incorporated by reference to Exhibit 3 to the Company's Quarterly
Report as filed on Form 10-Q for the period ended May 4, 1986).

4.3 Amendment to the Rights Agreement, dated March 31, 1987 between PVH
and The Chase Manhattan Bank, N.A. (incorporated by reference to
Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
year ended February 2, 1987).

4.4 Supplemental Rights Agreement and Second Amendment to the Rights
Agreement, dated as of July 30, 1987, between PVH and The Chase
Manhattan Bank, N.A. (incorporated by reference to Exhibit (c)(4)
to the Company's Schedule 13E-4, Issuer Tender Offer Statement,
dated July 31, 1987).

4.5 Notice of extension of the Rights Agreement, dated June 5, 1996,
from Phillips-Van Heusen Corporation to The Bank of New York
(incorporated by reference to Exhibit 4.13 to the Company's report
on Form 10-Q for the period ended April 28, 1996).

4.6 Credit Agreement, dated as of December 16, 1993, among PVH, Bankers
Trust Company, The Chase Manhattan Bank, N.A., Citibank, N.A., The
Bank of New York, Chemical Bank and Philadelphia National Bank, and
Bankers Trust Company, as agent (incorporated by reference to
Exhibit 4.5 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1994).

4.7 First Amendment, dated as of February 13, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1995).

4.8 Second Amendment, dated as of July 17, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.7 to the Company's report on Form 10-Q for the period
ending October 29, 1995).

4.9 Third Amendment, dated as of September 27, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.8 to the Company's report on Form 10-Q for the period
ending October 29, 1995).

4.10 Fourth Amendment, dated as of September 28, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.9 to the Company's report on Form 10-Q for the period
ending October 29, 1995).

4.11 Fifth Amendment, dated as of April 1, 1996, to the Credit Agreement
dated as of December 16, 1993 (incorporated by reference to Exhibit
4.10 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 28, 1996).

4.12 Note Agreement, dated October 1, 1992, among PVH, The Equitable
Life Assurance Society of the United States, Equitable Variable
Life Insurance Company, Unum Life Insurance Company of America,
Nationwide Life Insurance Company, Employers Life Insurance Company
of Wausau and Lutheran Brotherhood (incorporated by reference to
Exhibit 4.21 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993).

4.13 First Amendment Agreement, dated as of June 24, 1996, to the Note
Agreement, dated as of October 1, 1992 (incorporated by reference
to Exhibit 4.14 to the Company's report on Form 10-Q for the period
ended July 28, 1996).

4.14 Indenture, dated as of November 1, 1993, between PVH and The Bank
of New York, as Trustee (incorporated by reference to Exhibit 4.01
to the Company's Registration Statement on Form S-3 (Reg. No. 33-
50751) filed on October 26, 1993).

*10.1 1987 Stock Option Plan, including all amendments through June 13,
1995 (incorporated by reference to Exhibit 10.1 to the Company's
report on Form 10-Q for the period ended October 29, 1995).

*10.2 1973 Employees' Stock Option Plan (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form S-8 (Reg.
No. 2-72959) filed on July 15, 1981).

*10.3 Supplement to 1973 Employees' Stock Option Plan (incorporated by
reference to the Company's Prospectus filed pursuant to Rule 424(c)
to the Registration Statement on Form S-8 (Reg. No. 2-72959) filed
on March 31, 1982).

*10.4 Phillips-Van Heusen Corporation Special Severance Benefit Plan, as
amended as of April 16, 1996 (incorporated by reference to Exhibit
10.4 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 28, 1996).

*10.5 Phillips-Van Heusen Corporation Capital Accumulation Plan
(incorporated by reference to the Company's Report on Form 8-K
filed on January 16, 1987).

*10.6 Phillips-Van Heusen Corporation Amendment to Capital Accumulation
Plan (incorporated by reference to Exhibit 10(n) to the Company's
Annual Report on Form 10-K for the fiscal year ended February 2,
1987).

*10.7 Form of Agreement amending Phillips-Van Heusen Corporation Capital
Accumulation Plan with respect to individual participants
(incorporated by reference to Exhibit 10(1) to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1988).

*10.8 Form of Agreement amending Phillips-Van Heusen Corporation Capital
Accumulation Plan with respect to individual participants
(incorporated by reference to Exhibit 10.8 to the Company's report
on Form 10-Q for the period ending October 29, 1995).

*10.9 Phillips-Van Heusen Corporation Supplemental Defined Benefit Plan,
dated January 1, 1991, as amended and restated on June 2, 1992
(incorporated by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1993).

*10.10 Phillips-Van Heusen Corporation Supplemental Savings Plan, dated as
of January 1, 1991 and amended and restated as of July 1, 1995
(incorporated by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 28, 1996).

*10.11 Non-Incentive Stock Option Agreement, dated as of December 3, 1993,
between the Company and Bruce J. Klatsky (incorporated by reference
to Exhibit 10.12 to the Company's Annual Report on Form 10-K for
the fiscal year ended January 29, 1995).

13. Sections of the 1996 Annual Report to Stockholders for the fiscal
year ended February 2, 1997 which are included in Parts I and II of
this Form 10-K. These sections are Selected Quarterly Financial
Data, Ten Year Financial Summary, Financial Review and the
consolidated financial statements.

21. Subsidiaries of the Company.

23. Consent of Independent Auditors.

27. Financial Data Schedule

(b) Reports filed on Form 8-K filed during the fourth quarter of 1996:

None

(d) Financial Statement Schedules: See page F-1 for a listing of the
financial statement schedules submitted as part of this report.

(e) The Company agrees to furnish to the Commission upon request a copy of
each agreement with respect to long-term debt where the total amount of
securities authorized thereunder does not exceed 10% of the total
consolidated assets of the Company.

* Management contract or compensatory plan or arrangement required to be
identified pursuant to Item 14(a) of this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

PHILLIPS-VAN HEUSEN CORPORATION

By: Bruce J. Klatsky
Bruce J. Klatsky
Chairman, President, Chief
Executive Officer and Director

Date: April 29, 1997

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

Signature Title Date

Bruce J. Klatsky Chairman, President, Chief Executive April 29, 1997
Bruce J. Klatsky Officer and Director (Principal
Executive Officer)

Irwin W. Winter Executive Vice President and April 29, 1997
Irwin W. Winter Chief Financial Officer

Emanuel Chirico Vice President and Controller April 29, 1997
Emanuel Chirico (Principal Accounting Officer)

Edward H. Cohen Director April 29, 1997
Edward H. Cohen

Estelle Ellis Director April 29, 1997
Estelle Ellis

Joseph B. Fuller Director April 29, 1997
Joseph B. Fuller

Maria Elena Lagomasino Director April 29, 1997
Maria Elena Lagomasino

Harry N.S. Lee Director April 29, 1997
Harry N.S. Lee

Bruce Maggin Director April 29, 1997
Bruce Maggin

Ellis E. Meredith Director April 29, 1997
Ellis E. Meredith

Steven L. Osterweis Director April 29, 1997
Steven L. Osterweis

William S. Scolnick Director April 29, 1997
William S. Scolnick

Peter J. Solomon Director April 29, 1997
Peter J. Solomon

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

PHILLIPS-VAN HEUSEN CORPORATION

INDEX TO FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statement schedule of Phillips-Van
Heusen Corporation and subsidiaries is included herein:

Schedule II - Valuation and Qualifying Accounts. . . . . . . . F-2

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

F-1

SCHEDULE II

PHILLIPS-VAN HEUSEN CORPORATION

VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expense Accounts Deductions of Period

Year Ended February 2, 1997

Deducted from asset accounts:
Allowance for doubtful
accounts. . . . . . . . . . . . $5,363 $1,207(a) $ 958(b) $4,127(c) $3,401

Year Ended January 28, 1996

Deducted from asset accounts:
Allowance for doubtful
accounts. . . . . . . . . . . . $1,617 $ 913(a) $3,331(d) $ 498(c) $5,363

Year Ended January 29, 1995

Deducted from asset accounts:
Allowance for doubtful
accounts. . . . . . . . . . . . $2,171 $ 509(a) $ 278(b) $1,341(c) $1,617

(a) Provisions for doubtful accounts.
(b) Recoveries of doubtful accounts previously written off.
(c) Primarily uncollectible accounts charged against the allowance provided therefor.
(d) Primarily reserves acquired in connection with the acquisition of the Izod and Gant businesses from Crystal
Brands.

F-2

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

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

Name State or Other Jurisdiction of Incorporation

G. H. Bass Franchises Inc. Delaware

G. H. Bass Caribbean Inc. Delaware

Caribe M&I Ltd. Cayman Islands

GHB (Far East) Limited Hong Kong

Tejidos De Coamo, Inc. Delaware

Phillips-Van Heusen (Far East) Ltd. Hong Kong

Confecciones Imperio, S.A. Costa Rica

Camisas Modernas, S.A. Guatemala

G. H. Bass Comercio
Exportacacao Ltda. Brazil

PVH Retail Corp. Delaware

IZOD Gant Corp. Pennsylvania

EXHIBIT 23

Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report on Form
10-K of Phillips-Van Heusen Corporation of our report dated March 11, 1997,
included in the 1996 Annual Report to Stockholders of Phillips-Van Heusen
Corporation.

Our audits also included the financial statement schedule of Phillips-Van Heusen
Corporation listed in Item 14(a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in

(i) Post-Effective Amendment No. 2 to the Registration Statement (Form S-8,
No. 2-73803), which relates to the Phillips-Van Heusen Corporation Employee
Savings and Retirement Plan,

(ii) Registration Statement (Form S-8, No. 33-50841) and Registration
Statement (Form S-8, No. 33-59602), each of which relate to the Phillips-Van
Heusen Corporation Associates Investment Plan for Residents of the
Commonwealth of Puerto Rico,

(iii) Registration Statement (Form S-8, No. 33-59101), which relates to the
Voluntary Investment Plan of Phillips-Van Heusen Corporation (Crystal Brands
Division),

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

(v) Registration Statement (Form S-8, No. 33-38698), Post-Effective
Amendment No. 1 to Registration Statement (Form S-8, No. 33-24057) and
Registration Statement (Form S-8, No. 33-60793), each of which relate to
the Phillips-Van Heusen Corporation 1987 Stock Option Plan,

of Phillips-Van Heusen Corporation and in the related Prospectuses of our report
dated March 11, 1997, with respect to the consolidated financial statements and
schedules of Phillips-Van Heusen Corporation included in this Form 10-K for the
year ended February 2, 1997.

ERNST & YOUNG LLP

New York, New York
April 29, 1997