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): May 16, 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 1.01 Entry into a Material Definitive Agreement.

On May 16, 2004, John Goodman accepted our offer of employment to become president and general manager of our U.S. Dockers^® Commercial Business Unit, effective in June of 2005. Pursuant to the terms of his employment offer letter, Mr. Goodman will receive an annual base salary of $550,000, and will be entitled to earn an annual bonus under our Annual Incentive Plan at a participation rate of 65% of his annual base salary, with a minimum guaranteed bonus for 2005 of $357,500. We will also grant him in 2005 under our Senior Executive Long-Term Incentive Plan (SELTIP) an award of 23,334 shares having a target award value of $1,400,000, the actual value of which will be determined and paid after the close of our 2007 fiscal year. For 2006, he will be granted an award under the SELTIP having a target value of $700,000, the actual value of which will be determined and paid after the close of our 2008 fiscal year. In addition, Mr. Goodman will receive a signing bonus equal to $750,000, payable in two equal installments, the first of which will be paid 15 days following his start date and the second of which will be paid in December 2005. This signing bonus is repayable on a prorated basis to the extent Mr. Goodman resigns or if his employment is terminated for cause before he completes two years of employment. Mr. Goodman will also be entitled to participate in our health and welfare benefits programs available to similarly situated executives, including our executive perquisite program and Senior Executive Severance Plan. Mr. Goodman’s employment is at-will, and may be terminated by us or by Mr. Goodman at any time.

A copy of Mr. Goodman’s employment offer letter will be attached as an exhibit to our next quarterly filing on Form 10-Q.

ITEM 8.01 Other Events.

On May 16, 2005, we issued a press release announcing the appointment of Mr. Goodman as president of our U.S. Dockers^® brand.

A copy of the press release dated May 16, 2005, is attached hereto as Exhibit 99.1.

ITEM 9.01. Financial Statements And Exhibits.

(c) Exhibits.

99.1 Press release, dated May 16, 2005, announcing the appointment of John Goodman as president of Levi Strauss & Co.’s U.S. Dockers^® Brand

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: May 20, 2005	By:	/s/ Gary W. Grellman
	Name:	Gary W. Grellman
	Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated May 16, 2005, announcing the appointment of John Goodman as president of Levi Strauss & Co.’s U.S. Dockers® Brand

EX-99.1

Exhibit 99.1

LEVI		1155 Battery Street, San Francisco, CA 94111
STRAUSS
& CO.
NEWS	Investor Contact:	Allison Malkin
		Integrated Corporate Relations, Inc.
		(203) 682-8200
	Media Contact:	Jeff Beckman
		Levi Strauss & Co.
		(415) 501-3317

LEVI STRAUSS & CO. NAMES NEW U.S. DOCKERS^® BRAND PRESIDENT

SAN FRANCISCO (May 16, 2005) – Levi Strauss & Co. (LS&CO.) today announced the appointment of John Goodman as president of the U.S. Dockers^® business, effective June 6. Goodman, 40, will report to Phil Marineau, LS&CO. chief executive officer.

Goodman has been senior vice president and chief apparel officer for Kmart Holding Corporation, a wholly owned subsidiary of Sears Holdings Corporation (NASDAQ: SHLD), since December 2003. In this position, he managed the company’s multibillion dollar apparel and home business at 1,500 U.S. Kmart stores.

“John is a talented merchant and leader with a track record of building profitable businesses,” said Marineau. “He has extensive apparel and retail industry experience, and keenly understands the importance of great products and close working relationships with retailers in driving brand growth.”

Prior to joining the Kmart Holding Corporation, Goodman spent 11 years at Gap, Inc., where he held a series of increasingly responsible merchandising and management positions. When he left Gap in 2003, he was senior vice president of merchandising, planning, production and distribution for the company’s outlet stores. In this position, Goodman developed and launched the company’s Banana Republic and Old Navy outlet concepts. He started his career at Bloomingdale’s in New York in the executive training program and worked as a buyer for four years.

“I am thrilled to join a legendary company such as Levi Strauss & Co.,” said Goodman. “The Dockers^® brand has defined comfortable, causal clothing for American consumers for nearly 20 years and is one of the most recognized and widely worn apparel brands. I look forward to working with the team to build on the successful history of the brand and create a new generation of loyal Dockers^® wearers.”

A native of Baltimore, Goodman earned his bachelor’s degree at the University of Maryland in 1986. He succeeds Bobbi Silten, who decided in April to take a six-month sabbatical starting in June of 2005.

Levi Strauss & Co. (LS&CO.) is one of the world’s largest brand-name apparel marketers with 2004 sales of $4.1 billion. The company manufactures and markets branded jeans and casual sportswear under the Levi’s^®, Dockers^® and Levi Strauss Signature^™ brands.

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 (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended 2004, especially in the Management’s Discussion and Analysis - “Financial Condition and Results of Operations” and “Factors That May Affect Future Results” 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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