8-K

                                                                 



               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                           
                            FORM 8-K


                         CURRENT REPORT

             PURSUANT TO SECTION 13 OR 15(d) of the

                 SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported) January 24, 1995



                 PHILLIPS-VAN HEUSEN CORPORATION             
      (Exact name of registrant as specified in its charter)


                          Delaware                     
         (State or other jurisdiction of incorporation)


         1-724                          13-1166910               
(Commission File Number)     (IRS Employer Identification Number)


      1290 Avenue of the Americas, New York, New York  10104 
     (Address of Principal Executive Offices)      (Zip Code)



Registrant's telephone number, including area code (212) 541-5200


                                                               
  (Former Name or Former Address, if Changed Since Last Report)



                                                                 

                        Page 1 of 7 pages

                 Exhibit Index locate on page 4


 
ITEM 5.   OTHER EVENTS

     On January 24, 1995, Phillips-Van Heusen Corporation entered
into an agreement with Crystal Brands, Inc. and five wholly owned
direct and indirect subsidiaries of Crystal Brands, Inc.
(collectively "Crystal Brands") to acquire substantially all of
the remaining assets of Crystal Brands constituting its Apparel
Group for $114.7 million in cash subject to certain adjustments,
and the assumption of certain liabilities.  Crystal Brands has
operated under Chapter 11 of the Federal Bankruptcy Code since
January 1994, and the acquisition, which is subject to the
receipt of higher and better offers, must receive approval from a
Federal Bankruptcy Court.



                           SIGNATURES

     Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                                
                              PHILLIPS-VAN HEUSEN CORPORATION 


                               By   /Pamela N. Hootkin/          
                                  Name:   Pamela N. Hootkin
                                  Title:  Secretary and Treasurer


Date: February 1, 1995



                          EXHIBIT INDEX



Exhibit                    Description                      Page

  99           Phillips-Van Heusen Corporation Press          5
               Release, dated January 25, 1995.

EX-99

                                            FOR IMMEDIATE RELEASE
                                                 January 25, 1995




From:          PHILLIPS-VAN HEUSEN CORPORATION
               1290 Avenue of the Americas
               New York, New York  10104

Contact:       Irwin W. Winter
               Vice President & Chief Financial Officer
               (212) 468-7025



PHILLIPS-VAN HEUSEN TO ACQUIRE CRYSTAL BRANDS APPAREL GROUP; 
   $114.7 MILLION CASH FOR BRANDS INCLUDING IZOD AND GANT   



Phillips-Van Heusen Corporation (NYSE:PVH) announced today that is
has agreed to acquire the Apparel Group of Crystal Brands, Inc. for
$114.7 million in cash subject to certain adjustments.  With the
acquisition, PVH will add Gant, Izod and Salty Dog to its roster of
famous brands, three of which hold number one market share
positions in the United States:  Van Heusen dress shirts, G.H. Bass
men's and women's casual shoes, and Geoffrey Beene designer shirts.

Crystal Brands has operated under Chapter 11 of the Federal
Bankruptcy Code since January 1994, and the acquisition must
receive approval from a Federal Bankruptcy Court.  Commenting on
the deal, PVH Chairman and Chief Executive Officer Bruce Klatsky
said, "The addition of Gant and Izod will accelerate our
increasingly important position in sportswear, taking advantage of
key synergies in sourcing, distribution, management and marketing. 
Shareholders in our company will enjoy the direct benefits of
increased sales and earnings from this acquisition, which is
expected to be non-dilutive."



Press Release
January 25, 1995
Cyrstal Brands


Izod and Gant are among the most recognized and established
sportswear brands.  Izod, Gant and Salty Dog branded products range
from men's casual shirts and sportswear to golf and tennis apparel
and are sold at major department stores including Dillard's, Belk's
and Macy's.  The acquisition will substantially increase
sportswear's share of PVH's overall sales.

"Our company has thrived for 115 years based on the utmost
attention to quality and value, belief in brands, and
responsiveness to lifestyle trends.  This acquisition and the
products and opportunities it will bring us epitomize those same
ideals on which our entire philosophy is based," Klatsky said.

PVH is one of the world's largest apparel and footwear companies. 
Its brands include Van Heusen, the number one selling men's dress
shirt in America, Geoffrey Beene, the number one selling designer
dress shirt, and G.H. Bass, the number one selling men's and
women's casual shoes.  PVH is also the leading marketer of private
label shirts and sweaters in the United States.  Company sales in
1993 were $1.152 billion.