Mail Stop 3561
	February 17, 2006

David F. Dyer
Chief Executive Officer and President
Tommy Hilfiger Corporation
9/F, Novel Industrial Building
850-870 Lai Chi Kok Road
Cheung Sha Wan, Kowloon
Hong Kong

          Re:	Tommy Hilfiger Corporation
	Preliminary Proxy Statement on Schedule 14A
	Filed January 17, 2006
	File No. 1-11226
	Schedule 13D
	Filed January 23, 2006
	File No. 5-44195
	Schedule 13D/A
	Filed February 9, 2006
	File No. 5-44195
	Form 10-K for Fiscal Year Ended March 31, 2005
	Filed November 18, 2005
	File No. 1-11226

Dear Mr. Dyer:

      We have limited our review of your filing to the issues
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  We may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have on our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.
Preliminary Proxy Statement on Schedule 14A
1. On January 23, 2006, Sowood Capital Management LP filed a
Schedule
13D that indicates the consideration to be given in the proposed
transaction undervalues the company and also questions the
fairness
opinion provided by J.P. Morgan Securities Inc.  Please update
your
disclosure in the proxy statement to address the concerns raised
in
the Schedule 13D, as amended, and the potential for a solicitation
in
opposition or explain why this disclosure is not appropriate.  See
Section G, Question 2 of Regulation M-A in the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (July 2001 Interim Supplement).  We may have
further
comment upon review of your response.

Summary, page 1

Financing by Parent of Merger and Related Transactions, page 6
2. Please include the financial statements required by Item
14(c)(1)
of Schedule 14A, or advise us whether financing of the transaction
is
assured.  We note that the merger agreement may be terminated if
Parent is unable to obtain alternative financing.

Interests of Certain Persons in the Merger, page 7
3. Please clarify here and throughout the proxy statement that
certain members of management and the board of directors have
interests that "will" present them with actual or potential
conflicts
of interest.

Background of the Merger, page 19
4. We note that you received "non-conforming bids" from another
private equity bidder and an apparel licensing company.  We also
note
that the board rejected the other private equity firm`s
conditional
$15.50 per share proposal and determined not to pursue the
proposal
from the apparel brand licensing company despite the high price
range
set forth in its indication of interest.  Please fully discuss the
alternative bids, including the potential benefits and risks of
each
alternative, and further explain why your board of directors
concluded not to pursue a business combination with either of
those
parties.  For example, disclose why the board believed there was
"substantial uncertainty" about whether it would ever be able to
come
to satisfactory agreements with the apparel brand licensing
company.
Further, please discuss in greater detail why your board of
directors
chose to pursue a business combination with Apax over the other
alternatives.  Also discuss why the board of directors decided to
engage in this transaction at this time instead of continuing to
review other alternatives.
5. Please update the disclosure in this section regarding the
board
meeting during the week of February 5, 2006 in which the board of
directors reviewed with its financial advisor the Schedule 13D
filed
by Sowood Capital Management LP and the board reaffirmed that the
transaction is fair to and in the best interests of the company
and
its shareholders, as indicated in the Form 8-K filed on February
9,
2006.
6. We note disclosure indicating that Mr. Hilfiger met
individually
with Apax several times to discuss his role at the company after
the
merger.  We further note that Mr. Hilfiger has agreed to continue
to
serve on the board of directors, has entered into a revised
employment agreement with an affiliate of Apax Funds that will pay
him an annual salary in addition to cash amounts based on
worldwide
sales and licensing revenue and that he will also be permitted to
acquire an equity interest in the surviving company.  Please
quantify
the equity interest that Mr. Hilfiger will be permitted to acquire
in
the surviving company.  We also note Messrs. Gehring and Onnink`s
previous interest in acquiring the company, their initial
involvement
in identifying Apax as an entity with an interest in acquiring the
company, the negotiation of employment agreements with Apax and
their
future equity participation in the company.  Please explain why a
Schedule 13E-3 was not filed given the continuing relationship
between Messrs. Hilfiger, Gehring and Onnink and the surviving
entity.  See Example 3, Going Private Rules and Schedule 13E-3 in
the
Division of Corporation Finance`s Manual of Publicly Available
Telephone Interpretations (July 1997).

Opinion of J.P. Morgan Securities Inc.
7. Please provide us with a copy of the board books and any other
materials distributed by J.P. Morgan Securities Inc. to assist the
board in evaluating the transaction.
8. Please revise your disclosure throughout this section to
clearly
describe the purpose of each analysis and why particular measures
were chosen for analysis.  For example, we note that in the
comparable publicly traded company analysis, J.P. Morgan
Securities
Inc. selected a range of firm value to calendar year 2006
projected
EBITDA multiples of 4.0 - 5.0x and a range of earnings per share
to
calendar year 2006 projected EPS multiples of 9.0 - 12.5x that it
believed reflected an appropriate range of multiples applicable to
the company.  Please revise to explain why these ranges of
multiples
were selected in the analysis as opposed to the multiples derived
from the comparable publicly traded company analysis.  Please
revise
throughout this section to fully explain the reasons for adjusting
the values derived from each of the analyses performed.

Form 10-K for the year ended March 31, 2005
9. Where a comment below requests additional disclosures to be
included, please show us in your response what the revised
disclosures will look like.  Unless otherwise indicated in our
comment, these additional disclosures should be included in your
future filings.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 23

Results of Operations
10. Please clarify in your disclosure the number of weeks in each
fiscal period being presented and the impact of any additional
weeks
on revenues and expenses.
11. When evaluating the results of operations of retail businesses
that operate many similar stores in different markets, the change
in
comparable or same store sales data between periods generally
provides valuable information to investors.  Please present the
change in comparable or same store data when providing explanation
for the variance in net revenues for your retail segment for all
periods presented.  You should explain how you determine the
stores
that are included in arriving at your comparable store sales from
period to period.  If you include stores that have been opened at
least 13 months, please explain to us the rationale for this
policy.
In addition, tell us and disclose how you handle the increase in
square footage of gross store space between new stores and
expanded
stores in your comparable store sales calculation.
12. Your analysis of changes between periods generally provides
several business reasons for the overall change for the periods
presented.  Please attempt to provide greater details when
comparing
the results of operations between periods by including the amount
of
each significant change in line items between periods and relate
it
to the business reasons for it.  In circumstances where there is
more
than one business reason for the change, please attempt to
quantify
the incremental impact of each individual business reason
discussed.
Refer to Item 303(a)(3) of Regulation S-K.



Liquidity and Capital Resources
13. Please tell us and include in your tabular presentation of
contractual cash obligations for all periods presented the amount
of
cash compensation required to be paid to management in connection
with employment and licensing contracts or agreements.  Refer to
Item
303(a)(5) of Regulation S-K.

Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies

(k)  Revenue Recognition, page F-11
14. Please disclose the merger of Federated and May Department
Stores
during 2005 and the impact, if any, the merger may have on your
results of operations if purchase volumes are negatively affected.

(n)  Advertising Costs, page F-12
15. You disclose that you share advertising costs with third
parties,
but it is not clear if the advertising costs you disclose for all
periods presented exclude vendor allowances, and the amount of
vendor
allowances received that were netted against gross advertising
expenses.  If so, please revise your disclosures to include the
following additional information with respect to allowances
received
from vendors:

* the number of vendors and the length of time of the agreements;
* the terms and conditions of the agreements;
* a statement that management would or would not continue to incur
the same level of advertising expenditures even if vendors
discontinued their support;
* in Management Discussion and Analysis the impact that vendor
allowances received have on your results of operations in terms of
generating additional revenues; and
* the dollar amount of the excess that you recorded in cost of
goods
sold.

Refer to EITF 02-16 and paragraph .49 of SOP 93-7.  Please show us
in
your response what your revised disclosures will look like.



* * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
the company`s disclosure, they are responsible for the accuracy
and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.










	Please contact Milwood Hobbs at (202) 551-3241 or Mike Moran,
Accounting Branch Chief, at (202) 551-3841 if you have questions
regarding accounting comments.  Please contact Matthew Benson at
(202) 551-3335 or Ellie Quarles, Special Counsel, at (202) 551-
3238
with any other questions you may have.


						Sincerely,



								H. Christopher Owings
								Assistant Director



cc:	Michael Gat, Esq.
	Wachtell, Lipton, Rosen & Katz
	Via Fax - (212) 403-2310
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David F. Dyer
Tommy Hilfiger Corporation
February 17, 2006
Page 1