Edgar Filing: PHILLIPS VAN HEUSEN CORP /DE/

Ownership Submission

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 ^*

ZACCARO MICHAEL B

2. Issuer Name and Ticker or Trading Symbol
PHILLIPS VAN HEUSEN CORP /DE/ [PVH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chairman, Retail

(Last)

(First)

(Middle)

C/O PHILLIPS-VAN HEUSEN CORPORATION, 1001 FRONTIER ROAD

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2007

(Street)

BRIDGEWATER, NJ 08807

4. If Amendment, Date Original Filed(Month/Day/Year)
04/09/2007

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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, $1 par value ⁽¹⁾	04/05/2007		A		3,000	A	$ 0 ⁽¹⁾	36,331 ⁽¹⁾ ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy) ⁽³⁾

$ 58.6

04/05/2007

12,000

⁽⁴⁾

04/04/2017

Common Stock, $1 par value

12,000

$ 0

12,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZACCARO MICHAEL B C/O PHILLIPS-VAN HEUSEN CORPORATION 1001 FRONTIER ROAD BRIDGEWATER, NJ 08807			Vice Chairman, Retail

Signatures

Michael B. Zaccaro		04/12/2007
^**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)	Reporting person received an award of 3,000 restricted stock units that entitles him to receive 12,000 shares of Issuer's Common Stock, subject to vesting requirements. The units vest 25% (750 shares) on the second anniversary of grant, 25% (750 shares) on the third anniversary of grant and 50% (1,500 shares) on the fourth anniversary of grant. Vested shares are delivered as soon as pricaticable after they vest.
(2)	Includes 33,331 shares of Issuer's Common Stock owned outright by reporting person.
(3)	All options exercisable for shares of Issuer's Common Stock, $1 par value.
(4)	Options to acquire 3,000 shares become exercisable on each of 4/05/08, 04/05/09, 04/05/10 and 04/05/11.

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