FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * APAX PARTNERS EUROPE MANAGERS LTD   2. Issuer Name and Ticker or Trading Symbol PHILLIPS VAN HEUSEN CORP /DE/ [NYSE:PVH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 15 PORTLAND AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 07/20/2005 (Street) LONDON ENGLAND W1B 1PT, X0  4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $1.00 per Share 07/20/2005   C   2,100,000 A $ 0 (1) 14,624,073 I See footnote (2) Common Stock, par value $1.00 per Share 07/20/2005   S   2,100,000 D $ 31.276 12,524,073 I See footnote (2) Common Stock, par value $1.00 per Share 07/22/2005   C   957,954 A $ 0 (1) 12,524,073 I See footnote (2) Common Stock, par value $1.00 per Share 07/22/2005   S   957,954 D $ 31.276 11,566,119 I See footnote (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Pref. Stock, par value $100 per share

$ 0 (3)

07/20/2005

C

1,110.4973

(4)

(5)

Common stock, par value $1.00 per share

2,100,000

$ 0

6,622.84

I

See footnote (2)

Series B Convertible Pref. Stock, par value $100 per share

$ 0 (3)

07/22/2005

C

506.5742

(4)

(5)

Common stock, par value $1.00 per share

957,954

$ 0

6,116.26

I

See footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
APAX PARTNERS EUROPE MANAGERS LTD 15 PORTLAND AVENUE LONDON ENGLAND W1B 1PT, X0		X
Apax Europe V GP Co.LTD 13-15 VICTORIA ROAD, ST. PETER PORT GUERNSEY CHANNEL ISLANDS, X0 GY1 3ZD		X

Signatures

/s/ Richard Wilson, Director, Apax Partners Europe Managers Ltd		07/22/2005
**Signature of Reporting Person		Date
/s/ Denise Fallaize, Director, Apax Europe V GP Co. Ltd		07/22/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities converted as indicated in Table II.
(2)	The securities are directly owned by Apax Europe V-A, L.P., Apax Europe V-B, L.P., Apax Europe V C GmbH, Apax Europe V-D, L.P., Apax Europe V-E, L.P., Apax Europe V-F, C.V., Apax Europe V-G, C.V., Apax Europe V-1, L.P. and Apax Europe V-2, L.P. (together, the Europe V Funds). The statement is being filed by Apax Partners Europe Managers Limited ("Apax Europe Managers") and Apax Europe V GP Co. ("Apax Europe V GP"). Apax Europe Managers serves as the discretionary investment manager of the Europe V Funds and Apax Europe V GP serves as the general partner of the general partner of the Europe V Funds. Each of Apax Europe Managers and Apax Europe V GP disclaim beneficial ownership of the securities reported herein except to the extent of its pecuniary interest.
(3)	In accordance with the certificate of designations governing the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock converts into the number of shares of Common Stock equal to liquidation preference of such share of Series B Convertible Preferred Stock divided by the conversion price.
(4)	These securities were immediately exercisable.
(5)	Not applicable.

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