PVH CORP. /DE/ — Director's Dealing 2006

May 16, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHILLIPS VAN HEUSEN CORP /DE/ (PVH)
CIK: 0000078239
Period of Report: 2006-05-12

Reporting Person: APAX PARTNERS EUROPE MANAGERS LTD (10% Owner)
Reporting Person: Apax Europe V GP Co.LTD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-12	Common Stock, par value $1.00 per Share	C	11566119	—	Acquired	11566119	Indirect
2006-05-15	Common Stock, par value $1.00 per Share	S	10057495	$36.385	Disposed	1508624	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-12	Series B Convertible Preferred Stock,par value $100 per shar	$	C	6116.2618	Disposed		Common stock, par value $100 per share (11566119)	Indirect

Footnotes

F1: These securities converted as indicated in Table II.

F2: 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, LP and Apax Europe V-2, LP (collectively, the Europe V Funds). The statement is being filed by Apax Partners Europe Managers Limited ("Apax Europe Managers") and Apax Europe V GP Co. Limited "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.

F3: 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.

F4: 6116.26182

F5: These securities were immediately exercisable.

F6: Not applicable.