8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Terms of Compensation of New President and Chief Executive Officer

On October 27, 2006, we filed a Form 8-K regarding the terms of employment for our new president and chief executive officer, R. John Anderson. We disclosed that, as part of his compensation package, Mr. Anderson would receive a one-time irrevocable lump sum gross payment of $5.0 million payable in three installments. On November 28, 2006, we entered into an amendment to our agreement with Mr. Anderson confirming that we would in fact pay Mr. Anderson a lump sum amount of $5.8 million. We paid the additional $0.8 million with the first installment payment of $3.0 million in November. The remaining installments of $1.0 million in each of January 2008 and January 2009 remain unchanged.

A copy of the amendment to the offer letter is attached as Exhibit 99.1 hereto.

ITEM 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

           99.1      Amendment of November 28, 2006 to offer letter dated October 17, 2006 to John Anderson.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange 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: November 29, 2006	By:	/s/ Heidi L. Manes
		Name:	Heidi L. Manes
		Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Amendment of November 28, 2006 to offer letter dated October 17, 2006 to John Anderson.

EX-99.1

Exhibit 99.1

November 28, 2006

Dear John:

This letter confirms our amendment to the October 17, 2006 letter concerning the terms of your employment as President and Chief Executive Officer. Specifically, your one-time payment will be $5.8 million instead of $5 million. The schedule for these payments remain the same, with $3.8 million having been paid in November, and the two $1 million payments scheduled for payment in January 2008 and in January 2009, so long as you remain actively employed with the Company at the time of each payment.

All other terms and conditions remain unchanged.

Sincerely,

/s/ Robert D. Haas           
Robert D. Haas
Chairman of the Board

cc: Pat House