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): March 8, 2006

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other jurisdiction
of Incorporation) 002-90139
(Commission File Number) 94-0905160
(I.R.S. Employer
Identification No.)

1155 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(Address of principal executive offices, including zip code)

(415) 501-6000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.      Other Events.

     On March 8, 2006, Levi Strauss & Co. announced that it is commencing a private placement of approximately $470 million aggregate principal amount of senior notes. A copy of the press release announcing the commencement of the private placement is attached hereto as Exhibit 99.1.

Item 9.01.      Financial Statements and Exhibits.

(d)  Exhibits.

99.1 Press release, dated March 8, 2006, announcing the commencement of the private placement of senior notes.

SIGNATURES

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

	LEVI STRAUSS & CO.
DATE: March 8, 2006	By:	/s/ Heidi Manes
		Name:	Heidi Manes
		Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated March 8, 2006, announcing the commencement of the private placement of senior notes.

EX-99.1

Exhibit 99.1

1155 Battery Street, San Francisco, CA 94111

Investor Contact: Allison Malkin
Integrated Corporate Relations, Inc.
(203) 682-8200

Media Contact: Jeff Beckman
Levi Strauss & Co.
(415) 501-1698

Levi Strauss & Co. Commences Private Placement of Senior Notes

SAN FRANCISCO (March 8, 2006) — Levi Strauss & Co. announced today that it is commencing a private placement of two series of senior notes for an aggregate principal amount of approximately $470 million. The senior notes offered by the company will consist of a series of U.S. dollar denominated Senior Notes due 2016 and a series of euro denominated 8 5/8% Senior Notes due 2013. The senior notes will rank equally with all of the company’s other unsecured unsubordinated indebtedness.

The 8 5/8% Senior Notes due 2013 offered by the company will have the same terms, and be part of the same series, as the €150.0 million aggregate principal amount of 8 5/8% Senior Notes due 2013 issued by the company on March 11, 2005.

The company expects to use all of the net proceeds from the proposed private placement, plus cash on hand, to prepay its senior secured term loan, plus accrued and unpaid interest and related prepayment premiums.

The securities offered will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This news release contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

Investors should consider the information contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended 2005, especially in the Management’s Discussion and Analysis — “Financial Condition and Results of Operations” and “Risk Factors” sections, our most recent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this news release.

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this news release to reflect circumstances existing after the date of this news release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

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