EXHIBIT 10.51


                          CAPITAL ACCUMULATION PLAN OF
                               LEVI STRAUSS & CO.

                                   AMENDMENTS


         WHEREAS, LEVI STRAUSS &  CO.  (the  "Company")  maintains  the  Capital
Accumulation Plan of Levi Strauss & Co. (the "Plan"); and

         WHEREAS, the Plan provides that the Company may amend the Plan  at  any
time and for any reason, in whole or in part; and

         WHEREAS, the Company desires to amend the Plan to  permit  participants
in the Employee  Investment Plan of Levi Strauss & Co. (the "EIP"),  who receive
their AIP bonus in the same pay  period in which  they  contribute  the  maximum
amount  of  pre-tax  contributions  to the  EIP,  to make a  one-time  "make-up"
contribution to the Plan effective as of January 1, 2001; and

         WHEREAS, by resolutions duly adopted on June 22,  2000,  the  Board  of
Directors of LS&CO. authorized Philip A. Marineau, President and Chief Executive
Officer,  to take  certain  actions  with  respect  to the Plan  and to  further
delegate the authority to take certain actions with respect to the Plan; and

         WHEREAS, on June 22, 2000, Philip A. Marineau delegated to  any  Senior
Vice  President,  Human  Resources,  including  Fred D.  Paulenich,  Senior Vice
President of Worldwide  Human  Resources,  the authority to take certain actions
with respect to the Plan and such delegation has not been amended,  rescinded or
superseded as of the date hereof; and

         WHEREAS, the amendments herein are within the  delegated  authority  of
Fred D. Paulenich;

         NOW THEREFORE, effective as of January 1,  2001,  the  Plan  is  hereby
amended and  restated,  in its  entirety,  as set forth in the Exhibit  attached
hereto.

                                      * * *

         IN WITNESS WHEREOF, LS&CO. has caused this instrument to be executed by
its duly authorized officer this _______ day of ________________, 2001.


                              LEVI STRAUSS & CO.



                              ____________________________________
                              Fred D. Paulenich
                              Senior Vice President of Worldwide Human Resources