Exhibit 1


              Letter to The Bank of New York, dated June 5, 1996,
                        notifying the Bank of New York,
                  as Rights Agent under the Rights Agreement,
                    of the ten year extension of the rights
               pursuant to Section 7(b) of the Rights Agreement.

                                       5





                [LETTERHEAD OF PHILLIPS-VAN HEUSEN CORPORATION]


VIA OVERNIGHT MAIL

                                                   June 5, 1996

The Bank of New York
101 Barclay Street
22nd Floor
New York, NY 10286

Attention: Equity Tender and Exchange Department

                         Re: Rights Agreement

Dear Sirs:

     Reference is made to the Rights Agreement, dated as of June 10, 1986, as
heretofore amended (the "Rights Agreement"), between Phillips-Van Heusen
Corporation (the "Company") and The Bank of New York (the "Rights Agent"). In
accordance with Section 7(b) of the Rights Agreement, the Company hereby
notifies the Rights Agent of its determination, pursuant to the approval of the
Company's Board of Directors (the "Board") on April 16, 1996 (a certified copy
of the Board's resolutions is being enclosed herewith), to extend the rights
issued thereunder for a period of ten years commencing with the original
expiration date of June 16, 1996.


                            Very truly yours,


                            PHILLIPS-VAN HEUSEN CORPORATION


                            By: /s/ Pamela N. Hootkin
                                -----------------------------
                                Name:  Pamela N. Hootkin
                                Title: Vice President, Treasurer and Secretary


PNH:fmy

cc: Jason Pollack, Esq., Rosenman & Colin





                        PHILLIPS-VAN HEUSEN CORPORATION

                            SECRETARY'S CERTIFICATE

     I, Pamela N. Hootkin, being the duly elected, qualified and acting
Secretary of PHILLIPS-VAN HEUSEN CORPORATION (the "Corporation"), a Delaware
corporation, do hereby certify, solely in my capacity as an officer of the
Corporation, as follows:

     1.   Attached hereto as Exhibit A is a true, complete and correct copy of
          the resolutions duly adopted by the Corporation's Board of Directors
          at the meeting of the Board of Directors held on April 16, 1996. Said
          resolutions are the only resolutions of said Board with respect to the
          subject matter thereof, have not been modified or rescinded since
          their adoption and are in full force and effect on the date hereof.

     IN WITNESS WHEREOF, the undersigned has executed this certificate on 
behalf of the Corporation as of this 5th day of June 1996.

                                           /s/ Pamela N. Hootkin
                                           ----------------------------
                                           Pamela N. Hootkin, Secretary




                                                                    EXHIBIT A

              Recitals and Resolutions of the Board of Directors

     WHEREAS, the rights (the "Rights") issued under the Rights Agreement (the
"Rights Agreement"), dated as of June 10, 1986, as heretofore amended, between
the Company and The Bank of New York (the "Rights Agent"), have an initial
expiration date of June 16, 1996; and

     WHEREAS, the Board of Directors deems that it is in the best interests of
the Company to extend the term of the Rights for a successive ten-year period;

     NOW, THEREFORE, it is

          RESOLVED, that pursuant to Section 7(b) of the Rights Agreement, the
     Company hereby extends the Rights for a successive ten-year period from the
     initial expiration date of June 16, 1996;

          RESOLVED, that the appropriate officers of the Company be, and each of
     them hereby is, authorized, empowered and directed to execute and deliver a
     letter to the Rights Agent, pursuant to Section 7(b) of the Rights
     Agreement, notifying the Rights Agent of the Company's decision to extend
     the Rights for a successive ten-year period from the initial expiration
     date of June 16, 1996; and

          RESOLVED, that each of the appropriate officers of the Company be, and
     each of them hereby is, authorized, empowered and directed to take all such
     further action and to execute, deliver, certify and file all such further
     instruments and documents, in the name and on behalf of the Company, under
     its corporate seal or otherwise, and to pay all such costs and expenses as
     such officers shall approve as necessary or advisable to carry out the
     intent and accomplish the purpose of the foregoing resolutions and the
     transactions contemplated thereby.