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): January 13, 2005

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.

Completion of Tender for 7.00% Notes due 2006

On January 13, 2005, we announced that we had successfully completed our cash tender offer for up to $450,000,000 of our outstanding 7.00% Notes due 2006.

A copy of the press release announcing the completion 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 January 13, 2005, announcing the completion of the cash tender offer for our 7.00% 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: January 14, 2005	By:	/s/ Gary W. Grellman
	Name:	Gary W. Grellman
	Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated January 13, 2005, announcing the completion of the cash tender offer for our 7.00% notes due 2006

EX-99.1

Exhibit 99.1

LEVI STRAUSS         & CO. NEWS 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) 501-3317

LEVI STRAUSS & CO. SUCCESSFULLY COMPLETES TENDER OFFER

FOR ITS 7.00% NOTES DUE 2006

SAN FRANCISCO (January 13, 2005) – Levi Strauss & Co. (the “Company”) announced today that it has successfully completed its cash tender offer for up to $450,000,000 of its outstanding 7.00% Notes due 2006 (the “Notes”).

As of midnight, New York City time, on January 12, 2005, the scheduled expiration date, $372,143,000 aggregate principal amount of the Notes, which represents 83% of the outstanding Notes, had been validly tendered pursuant to the Offer to Purchase, dated December 15, 2004, as amended. The Company accepted for payment all Notes validly tendered in the tender offer and sent payment to the depositary for the tender offer today.

Citigroup Global Markets Inc. acted as the Dealer Manager for the tender offer. Georgeson Shareholder Communications Inc., served as the Information Agent.

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.

The Company is not under any obligation and does 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.