Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended May 4, 2003

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 1-724

(Exact name of registrant as specified in its charter)

(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 May 19, 2003: 30,325,868 shares.

PHILLIPS-VAN HEUSEN CORPORATION

INDEX

PART I -- FINANCIAL INFORMATION

Item 1 - Financial Statements

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Stockholders and Board of Directors

Phillips-Van Heusen Corporation

We have reviewed the accompanying condensed consolidated balance sheets of Phillips-Van Heusen Corporation as of May 4, 2003 and May 5, 2002 and the related condensed consolidated income statements and cash flows for the thirteen week periods ended May 4, 2003 and May 5, 2002. These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. 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 auditing standards generally accepted in the United States, the objective of which is to express 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 accompanying condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Phillips-Van Heusen Corporation as of February 2, 2003, 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 3, 2003, 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 2, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

New York, New York

May 21, 2003

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Phillips-Van Heusen Corporation

Condensed Consolidated Balance Sheets

(In thousands, except share data)

See accompanying notes.

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Phillips-Van Heusen Corporation

Condensed Consolidated Income Statements

Unaudited

(In thousands, except per share data)

See accompanying notes.

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Phillips-Van Heusen Corporation

Condensed Consolidated Statements of Cash Flows

Unaudited

(In thousands)

See accompanying notes.

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PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

GENERAL

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information. Accordingly, they do not contain all disclosures required by generally accepted accounting principles 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 2, 2003.

The preparation of interim financial statements in conformity with generally accepted accounting principles 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 thirteen weeks ended May 4, 2003 and May 5, 2002 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 thirteen weeks ended May 5, 2002 to present that information on a basis consistent with the thirteen weeks ended May 4, 2003. In addition, certain reclassifications have been made to the condensed consolidated balance sheet for February 2, 2003 to present that information on a basis consistent with May 4, 2003.

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 other apparel inventories, footwear and the Calvin Klein Licensing and Design segment is determined using the first-in, first-out method (FIFO). At May 4, 2003, February 2, 2003 and May 5, 2002, 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.

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EARNINGS PER SHARE

The Company computed its basic and diluted net loss per share by dividing net loss available to common stockholders by:

Dilution from employee stock options of 246,651 common shares and 499,192 common shares for the thirteen weeks ended May 4, 2003 and May 5, 2002, respectively, was not included in the earnings per share calculation for either period because to do so would have been antidilutive. Conversion of the Company's convertible redeemable preferred stock into 16,091,000 common shares outstanding for the thirteen weeks ended May 4, 2003 was not assumed because to do so would have been antidilutive.

RESTRUCTURING AND OTHER CHARGES

In the fourth quarter of 2001, the Company recorded restructuring and other charges of $21,000 related to streamlining certain corporate and divisional operations, exiting three dress shirt manufacturing facilities and liquidating related dress shirt inventories. Through the end of fiscal 2002, the Company charged approximately $17,800 to this liability, leaving $3,200 in this liability at February 2, 2003. During the first quarter of 2003, the Company charged approximately $500 to this liability, leaving $2,700 in this liability at May 4, 2003. The actions related to these charges have been substantially completed by the Company; however, due to the extended terms of certain lease and employee termination contractual obligations associated with these actions, costs continue to be charged to this liability.

COMPREHENSIVE LOSS

Comprehensive loss is as follows:

The income tax effect related to foreign currency translation adjustments was an expense of $58 for the thirteen weeks ended May 4, 2003.

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.

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

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 for $400,000 in cash and 2,535,926 shares of the Company's common stock, valued at $30,000. The purchase price is subject to adjustment based upon the closing date value of the acquired entities. The purchase price also 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., a nine-year warrant in favor of Mr. Klein to purchase 320,000 shares of the Company's common stock at $28.00 per share, which the Company has valued at $637 based on the Black-Scholes model, and contingent purchase price payments for 15 years based on a percentage of total worldwide net sales of products bearing any of the Calvin Klein brands. Such contingent purchase price payments will be charged to goodwill and intangible assets. On February 20, 2003, pursuant to the stock purchase agreement, the Company paid an additional $8,000 in net cash (consisting of a $13,000 cash payment, net of $5,000 cash acquired) to the selling stockholders of the acquired entities based upon an estimate of the closing date net book value of the acquired entities. The Company is in the process of finalizing the closing date net book value of the acquired entities, thus the amount paid is subject to adjustment.

Please see the notes entitled "Redeemable Preferred Stock" and "Long-Term Debt" in relation to the acquisition.

If the acquisition had occurred on the first day of fiscal 2002 instead of on February 12, 2003, the Company's proforma consolidated results of operations would have been:

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The Company is in the process of obtaining third-party valuations of certain intangible assets; thus the allocation of the purchase price is subject to refinement.

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Upon completion of the valuations, the Company expects to allocate a significant portion of the acquired intangible assets to indefinitely lived trademarks. Any remaining acquired intangible assets will be classified as goodwill.

In connection with the acquisition, the Company recorded a liability of $25,000 related to severance and termination benefits for certain employees of the acquired entities, lease and other contractual obligations related to certain facilities which the Company does not plan to operate, inventory purchase commitments for product which the Company does not plan to continue marketing and various deal fees related to the acquisition. A tax benefit of $8,000 was also recorded in relation to such liabilities. The net effect of the liability and tax benefit recorded was offset to goodwill and intangible assets.

The actions related to this liability are anticipated to be completed in fiscal 2004. Through the first quarter of 2003, approximately $13,500, comprised principally of severance and deal fees, was charged to this liability, leaving $11,500 in this liability at May 4, 2003.

REDEEMABLE PREFERRED STOCK

In connection with the Calvin Klein acquisition, the Company issued to affiliates of Apax Managers, Inc. and Apax Partners Europe Managers Limited (collectively, "Apax") $250,000 of Series B convertible redeemable preferred stock. The cash proceeds from this issuance after related fees were $249,250. The Series B 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 Series B 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. The Company elected not to pay a cash dividend in the first quarter of 2003. Conversion may occur any time at Apax's option. Conversion may occur at the Company's option on or after February 12, 2007, if the market value of the Company's common stock trades equals or exceeds 225% of the conversion price then in effect for 60 consecutive days. Apax can require the Company to redeem for cash all of the then outstanding shares of Series B convertible redeemable preferred stock on or after the later of (i) six months after the maturity of indebtedness incurred by the Company to refinance the 10% secured term loan described in the note entitled "Long-Term Debt" and (ii) November 1, 2008.

LONG-TERM DEBT

Long-term debt is as follows:

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In connection with the Calvin Klein acquisition, the Company entered into a $125,000 loan agreement with Apax. The term is two years but is extendable for an additional two years at Apax's option. The Company borrowed $100,000 in connection with the closing of the Calvin Klein acquisition and borrowed the remaining $25,000 on March 14, 2003. The loan is secured and bears interest at a rate of 10% per annum for the first year and at 15% per annum for the second year and any renewal period. The Company refinanced this loan on May 5, 2003, as described in the note entitled "Subsequent Event."

NONCASH INVESTING AND FINANCING TRANSACTIONS

Omitted from the Company's Investing Activities and Financing Activities sections of the Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended May 4, 2003 were certain noncash transactions related to the acquisition of Calvin Klein. As part of the cost to finance the acquisition, the Company issued shares of its common stock, valued at $30,000 to Mr. Klein. In addition, the Company issued a nine-year warrant to purchase the Company's common stock to Mr. Klein, valued at $637.

Also excluded from the Financing Activities section of the Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended May 4, 2003 were preferred dividends of $4,493, as the Company elected not to pay a cash dividend in the first quarter of 2003 on the Company's Series B convertible redeemable preferred stock that was issued to finance the acquisition. Please see the note entitled "Redeemable Preferred Stock."

SUBSEQUENT EVENT

On May 5, 2003, the Company completed a $150,000 offering of senior unsecured notes. The notes accrue interest at the rate of 8 1/8% per annum and will mature on May 1, 2013. The Company used a portion of the net proceeds of the offering to repay the $125,000 10% secured term loan, plus accrued interest, that the Company received from Apax in connection with the Company's acquisition of Calvin Klein, and will use the balance for general corporate purposes.

SEGMENT DATA

The Company's acquisition of Calvin Klein, Inc. has impacted significantly the way the Company manages and analyzes its operating results. As such, the Company has changed the way it reports its segment data. The Company manages and analyzes its operating results by two business segments: (i) Apparel and Footwear segment and (ii) Calvin Klein Licensing and Design segment. In identifying its reportable segments, the Company evaluated its operating divisions and product offerings. The Company aggregates the results of its apparel and footwear divisions into the Apparel and Footwear segment. This segment derives revenues from marketing dress shirts, sportswear and footwear, principally under the brand names Van Heusen, Izod, Geoffrey Beene, DKNY, Arrow, Kenneth Cole New York, Reaction by Kenneth Cole, Bass/G.H. Bass & Co. and ck Calvin Klein. The Calvin Klein Licensing and Design segment derives revenues from (a) the marketing, under licenses and other arrangements, of products under the Calvin Klein, cK and cK Calvin Klein brands and (b) the marketing, directly by the Company, of high-end apparel and accessories collections for men and women under the Calvin Klein collection brand. The Company includes the Calvin Klein collections business in the Calvin Klein Licensing and Design segment because management views the purpose of the Calvin Klein collections business as building and marketing the Calvin Klein brands which supports and benefits the brands' licensing business.

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Revenues for the Apparel and Footwear segment occur principally in the United States. Revenues for the Calvin Klein Licensing and Design segment occurred as follows for the thirteen weeks ended May 4, 2003.

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 May 4, 2003 was $1,051. The maximum amount guaranteed under all three contracts is $4,500. The guarantees expire on January 31, 2005.

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The following table presents the Company's results of operations for the thirteen weeks ended May 4, 2003 and May 5, 2002:

(in thousands)

The Company's results in 2003 are being impacted significantly by the Company's acquisition of Calvin Klein, Inc., which was completed on February 12, 2003. The above table and following discussion of results of operations separately identify integration costs associated with the Calvin Klein acquisition. Calvin Klein integration costs include (i) the operating results of the Calvin Klein's men's and women's high-end ready-to-wear collection apparel businesses which the Company will transfer over time to Vestimenta, S.p.A. under a license agreement which will be in full effect on January 1, 2004, and associated costs in connection with such transfer and (ii) the costs of certain duplicative personnel and facilities during the integration of various logistical and back office functions.

The Company believes presenting its results excluding integration costs provides useful information to investors because many investors make decisions based on the ongoing operations of an enterprise. Investors often believe that ongoing operations provide the best measure of assessing performance and provide a more meaningful basis to compare against future results. The Company uses its results excluding integration costs to discuss its business with investment institutions, the Company's Board of Directors and others. Such results are also the basis for certain incentive compensation calculations.

Net sales in the first quarter of 2003 were $347.6 million compared with $347.2 million in the prior year. Net sales in the first quarter of 2003 included $6.0 million related to the Calvin Klein men's and women's high-end ready-to-wear collection apparel businesses which the Company will transfer over time to Vestimenta, S.p.A. under a license agreement which will be in full effect on January 1, 2004.

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Excluding sales of the Calvin Klein men's and women's high-end ready-to-wear collection apparel businesses, net sales in the first quarter of 2003 were down $5.6 million. Of such decrease, $8.9 million was due to a decline in the Apparel and Footwear segment, driven principally by lower sales of sandals and spring canvas product in the Bass footwear business due to unseasonably cold weather in much of the United States. Offsetting this decrease, in part, were net sales in the Calvin Klein Licensing and Design segment of $3.3 million, which excludes the $6.0 million related to the collection apparel business. The $3.3 million of net sales relate to four Calvin Klein retail stores that the Company operates worldwide to showcase the Calvin Klein brand.

Royalty and other revenues in the first quarter of 2003 were $29.4 million compared with $2.2 million in the prior year. Of this $27.2 million increase, $26.3 million was due to royalty and other revenues of the Calvin Klein Licensing and Design segment. Calvin Klein royalty and other revenues are generated from licenses and other arrangements for the worldwide marketing of various products, including jeans, underwear, fragrances, eyewear, men's tailored clothing, ties, shoes, hosiery, socks, swimwear, watches, coats, leather goods, table top and soft home furnishings and accessories. Royalty revenue is recognized when licensed products are sold by the Company's licensees. For licensees whose sales are not expected to exceed contractual minimums, royalty revenue is recognized based on contractual minimums.

Gross profit on net sales in the first quarter of 2003 was $125.5 million, or 36.1% of net sales, compared with $116.6 million, or 33.6% of net sales in the prior year. This increase was due principally to lower product costs and more full price selling in the Company's wholesale apparel businesses. In particular, the Company's dress shirt division benefited from sourcing reconfiguration initiatives implemented in the fourth quarter of 2001, which were not fully realized until the second half of 2002.

Gross profit on royalty and other revenues was equal to royalty and other revenues as there is no cost of sales associated with these revenues.

Selling, general and administrative expenses in the first quarter of 2003 were $149.7 million compared with $114.5 million last year. Of this $35.2 million increase, $15.3 million related to Calvin Klein integration costs, which are reflected in the Calvin Klein Licensing and Design segment. The Company expects to incur such integration costs throughout 2003. The balance of the increase in selling, general and administrative expenses related principally to other expenses associated with the Calvin Klein Licensing and Design segment. Such expenses included salaries, office occupancy and marketing as well as operating expenses of the Calvin Klein retail stores.

INTEREST EXPENSE

Net interest expense in the first quarter of 2003 was $8.6 million compared with $5.7 million last year. This increase was due principally to the additional debt incurred to finance the Calvin Klein acquisition, as well as higher interest costs, principally letters of credit fees, associated with the Company's revolving credit facility which was refinanced in October 2002.

INCOME TAXES

Income taxes were estimated at a rate of 34.0% for the current year which compares to last year's full year rate of 34.3%.

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LIQUIDITY AND CAPITAL RESOURCES

The Company's 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 the Company's retail stores. Historically, the Company has financed these requirements from internally generated cash flow or seasonal borrowings under the Company's revolving credit facility.

Cash used by operating activities was $36.7 million in the first quarter of 2003 compared with cash provided by operations of $7.8 million in the prior year. Of the $44.6 million increase in cash used by operations, $23.5 related to inventory. The change in inventories was due principally to the timing of core product intake in the dress shirt business. The Company had a build up of core product inventory in its dress shirt business as a result of a slowdown in replenishment orders in the first quarter of 2003. Since the build up in inventory was related to core product, the Company will reduce future intake of this product in order to alleviate the current excess inventory.

The Company's investing activities for the first quarter of 2003 were impacted significantly by the acquisition of Calvin Klein. The net cash used for the acquisition of Calvin Klein was $425.0 million. Please see the note entitled "Noncash Investing and Financing Transactions" in the Notes to Condensed Consolidated Financial Statements for a description of other costs associated with the Calvin Klein acquisition. The Company is also making contingent purchase price payments to Mr. Klein as required under the acquisition agreement, based on a percentage of worldwide sales of products bearing any of the Calvin Klein brands. The amount due to Mr. Klein for the first quarter of 2003 was $4.9 million. The Company estimates that such payments will be approximately $20.0 million in fiscal 2003. The Company expects to fund these payments from internally generated operating cash flow and existing cash balances. Capital spending in the first quarter of 2003 was $2.9 million compared with $4.6 million in the prior year. The reduction in spending in the first quarter of 2003 resulted from the timing of expenditures. The Company currently anticipates capital spending in fiscal 2003 will approximate $33.0 million to $38.0 million. The foregoing is a forward-looking statement. Changes in the Company's plans or projections regarding investments in information technology and warehousing and distribution, as well as a change in cash flow could affect actual capital spending levels. In addition, the actual payments to Mr. Klein will be dependent on the level of sales of goods bearing any of the Calvin Klein brands by the Company, by the Company's licensees and by other authorized users.

The Company's financing activities for the first quarter of 2003 were impacted significantly by the acquisition of Calvin Klein. In order to finance the acquisition, the Company issued $250.0 million of convertible redeemable preferred stock. The cash proceeds of this issuance after related fees were $249.3 million. In addition, the Company entered into a $125.0 million 10% secured term loan. The Company refinanced this term loan with a portion of the net proceeds received from the $150.0 million 8 1/8% senior unsecured notes that were issued on May 5, 2003. Please see the notes entitled "Redeemable Preferred Stock," "Long-Term Debt," "Noncash Investing and Financing Transactions" and "Subsequent Event" in the Notes to Condensed Consolidated Financial Statements for a further description.

The Company's capital structure was impacted significantly by the acquisition of Calvin Klein. As such, total debt as a percentage of total capital was 40.5% as of May 4, 2003 compared with 47.8% and 48.6% as of February 2, 2003 and May 5, 2002, respectively. Total capital equals interest-bearing debt, convertible redeemable preferred stock and stockholders' equity. These percentages, net of cash, were 39.3%, 32.6% and 43.5% as of May 4, 2003, February 2, 2003 and May 5, 2002, respectively.

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The Company has a secured revolving credit facility which provides for revolving credit borrowings as well as the issuance of letters of credit. The Company may, at its 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. Borrowing spreads and letters of credit fees are based on spreads above Eurodollar and other available interest rates, with the spreads changing based upon a pricing grid. For example, revolving credit spreads range from 175 to 275 basis points over Eurodollar loan rates and 100 to 200 basis points on outstanding letters of credit. All outstanding borrowings and letters of credit under this credit facility are due October 17, 2007. The Company believes that its borrowing capacity under this secured revolving credit facility provides the Company with adequate liquidity for its peak seasonal needs for the foreseeable future. The foregoing is a forward- looking statement and may be affected by factors such as changes in cash flow.

SEASONALITY

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

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 quarter weaker than the other quarters. Due to the acquisition of Calvin Klein, in particular, the impact of the substantial level of royalty and other revenues generated from the Calvin Klein Licensing and Design segment, which tend to be earned more evenly throughout the year, some of this historical seasonality is expected to be moderated.

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Within the 90 days prior to the filing date of this report, 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 are effective. 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 significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out this evaluation.

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PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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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.

Dated: June 13, 2003

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I, Bruce J. Klatsky, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Phillips-Van Heusen Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: June 13, 2003

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I, Emanuel Chirico, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Phillips-Van Heusen Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: June 13, 2003

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