8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 16, 2004

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

DELAWARE	002-90139	94-0905160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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 (See General Instruction A.2. below):

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

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

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

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

ITEM 8.01 Other Events.

Pricing of private placement of Senior Notes due 2015.

On December 16, 2004, we announced that we entered into an agreement to sell $450 million of 9 ³/4% senior notes due 2015.

A copy of the press release announcing the pricing of the private placement is attached hereto as Exhibit 99.1.

ITEM 9.01. Financial Statements And Exhibits.

(c) Exhibits.

99.1 Press release, dated December 16, 2004, announcing pricing of private placement of senior notes due 2015.

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: December 16, 2004	By:	/s/ Gary W. Grellman
	Name:	Gary W. Grellman
	Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated December 16, 2004, announcing pricing of private placement of senior notes due 2015.

EX-99.1

Exhibit 99.1

LEVI STRAUSS
& CO. NEWS 1155 Battery Street, San Francisco, CA 94111

Investor Contacts: Allison Malkin and Chad Jacobs

Integrated Corporate Relations, Inc.

(203) 682-8200

Media Contact: Jeff Beckman

Levi Strauss & Co.

(415) 501-3317

Levi Strauss & Co. Prices $450 million of 9 ³/4% Senior Notes Due 2015

SAN FRANCISCO (December 16, 2004) – Levi Strauss & Co. announced today that it has entered into an agreement to sell $450 million of 9¾% Senior Notes due 2015 in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The Senior Notes will rank equally with all of the company’s other unsecured unsubordinated indebtedness.

The company intends to use the gross proceeds of the offering to purchase pursuant to a tender offer all $450 million outstanding principal amount of the company’s 7.00% notes due November 1, 2006. To the extent that not all of the 2006 notes are tendered, the company intends to use any remaining proceeds from the offering to repay outstanding debt (which may include any remaining 2006 notes), or for the payment of premiums, fees and expenses. The company may also elect to use such remaining proceeds for other corporate purposes consistent with the requirements of its outstanding credit agreements, indentures and other agreements.

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 “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to our anticipated financing plans and/or statements preceded by, followed by or that include the words “believes,” “could,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” “seeks,” or similar expressions. 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 (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended 2003, especially in the Risk Factors and Management’s Discussion and Analysis 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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