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.

Increased size of tender offer for Senior Notes due 2006.

On December 15, 2004, we announced that we had commenced a partial cash tender offer to purchase up to $375 million principal amount of our 7.00% senior notes due 2006. On December 16, 2004, we announced that we increased the maximum principal amount we are seeking in the tender offer to $450 million, which represents all of the outstanding 2006 notes. In addition, we announced that the tender offer is conditioned upon our consummation of an offering of notes in a capital markets transaction with gross proceeds of at least $450,000,000. All of the other terms and conditions of the tender offer remain unchanged.

A copy of the press release announcing the increase in the size of the tender offer 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 the increase in the size of the tender offer for senior notes due 2006.

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 increase in size of tender offer for senior notes due 2006.

EX-99.1

Exhibit 99.1

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

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. INCREASES SIZE OF TENDER OFFER

FOR ITS 7.00% NOTES DUE 2006 FROM $375 MILLION TO $450 MILLION

SAN FRANCISCO (December 16, 2004) – Levi Strauss & Co. (the “Company”) announced today that it amended its previously announced cash tender offer for its 7.00% Notes due 2006 (the “Notes”) to increase the maximum principal amount it is seeking in the tender offer from $375,000,000 to $450,000,000, which represents all of the current outstanding Notes. The tender offer is conditioned upon the consummation by the Company before the expiration of the tender offer of an offering of notes in a capital markets transaction with gross proceeds of at least $450,000,000. All of the other terms and conditions of the tender offer, including the consideration for the Notes, the early tender date and the expiration date, otherwise remain unchanged.

Full details of the terms and conditions of the tender offer are included in the Company’s Offer to Purchase dated December 15, 2004, as supplemented.

Citigroup Global Markets Inc. will act as the Dealer Manager for the tender offer. Requests for documents may be directed to Georgeson Shareholder Communications Inc., the Information Agent, at (212) 440-9800 or (877) 868-4958.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security. The tender offer is made only by an Offer to Purchase dated December 15, 2004, as supplemented. Persons with questions regarding the tender offer should contact the Dealer Manager at (212) 723-6106 or (800) 558-3745. Statements in this press release regarding the offering of debt securities shall not constitute an offer to sell or a solicitation of an offer buy such debt securities.

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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