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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000094845-01-000024.txt : 20010321
<SEC-HEADER>0000094845-01-000024.hdr.sgml : 20010321
ACCESSION NUMBER:		0000094845-01-000024
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010320

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LEVI STRAUSS & CO
		CENTRAL INDEX KEY:			0000094845
		STANDARD INDUSTRIAL CLASSIFICATION:	APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300]
		IRS NUMBER:				940905160
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		
		SEC FILE NUMBER:	333-55694
		FILM NUMBER:		1572422

	BUSINESS ADDRESS:	
		STREET 1:		1155 BATTERY ST
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94111
		BUSINESS PHONE:		4155446000

	MAIL ADDRESS:	
		STREET 1:		1155 BATTERY STREET
		CITY:			SAN FRAINCISCO
		STATE:			CA
		ZIP:			94111
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SUPPLEMENT NO. 1 TO PROSPECTUS DATED 3/20/01
<TEXT>



                                                Filed pursuant to Rule 424(b)(3)
                                                              File No. 333-55694





                              LEVI STRAUSS & CO.





               Supplement No. 1 to Prospectus dated March 8, 2001.




               The date of this Supplement No. 1 is March 20, 2001







                    On March 20, 2001, Levi Strauss & Co. filed
                    with the Securities and Exchange Commission
                                  the attached
                           Current Report on Form 8-K.

<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 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): March 20, 2001

                            Levi Strauss & Co.
        (Exact name of registrant as specified in its charter)


      DELAWARE                      333-36234                  94-0905160
(State of Incorporation)     (Commission File Number)         (IRS Employer
                                                         Identification Number)

           1155 Battery Street
        San Francisco, California                                94111
(Address of principal executive offices)                       (Zip Code)

          Registrant's telephone number, including area code: (415) 501-6000


<PAGE>


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

         Attached  hereto as Exhibit 99 is a copy of Levi  Strauss & Co.'s press
release  dated March 20, 2001 titled "Levi Strauss & Co.  Reports  First-Quarter
Financial Results."

ITEM 7.  EXHIBIT.

99        Press Release dated March 20, 2001.


<PAGE>


                                    SIGNATURE

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.

Date:  March 20, 2001
                                        LEVI STRAUSS & CO.


                                        By /s/ William B. Chiasson
                                           -----------------------
                                           William B. Chiasson
                                           Title:  Senior Vice President and
                                                   Chief Financial Officer



<PAGE>


                                  EXHIBIT INDEX

Exhibit Number                     Description
- --------------                     -----------

99                     Press Release dated March 20, 2001


<PAGE>

                                                                      Exhibit 99

LEVI                                1155 Battery Street, San Francisco, CA 94111
STRAUSS
   & Co.
  NEWS                              Investor Contact: Christine Greany
                                                      Tidal Communications, Inc.
                                                      (203) 866-4401
For Immediate Release
- ---------------------
                                    Media Contact:    Linda Butler
                                                      Levi Strauss & Co.
                                                      (415) 501-3317


           LEVI STRAUSS & CO. REPORTS FIRST-QUARTER FINANCIAL RESULTS


SAN FRANCISCO  (March 20, 2001) - Levi Strauss & Co. today  announced  financial
results for the first  quarter of fiscal 2001 ended  February  25,  2001.  While
first-quarter results were impacted by the difficult retail climate, the company
continues  to make  progress in its  business  turnaround  through  supply chain
improvements,  product  innovation,  new marketing campaigns and improved retail
presentation.

First-quarter net sales declined 8.0 percent to $996 million from $1,082 million
in the first quarter of fiscal 2000.  Had currency  rates  remained  constant at
2000  levels,  net sales  would have  declined  approximately  5 percent for the
period.

Philip Marineau, the company's president and chief executive officer, said, "Our
results are satisfactory in light of the weak retail and apparel markets,  which
affected our performance in the latter part of the first quarter.

"Despite  the  tough  retail  environment,  we're  on track  with  our  business
turnaround,"   added   Marineau.   "We  expect  to  stabilize  our  sales  on  a
constant-currency  basis this year.  We're  restoring  our  financial  strength,
delivering  market-right  products,  improving our  operations and enhancing our
retailer relationships."


                                     -more-
<PAGE>
LS&CO. Q1/Add One
March 20, 2001

First-quarter  gross  profit was $440  million  compared to $450  million in the
first  quarter of 2000,  while gross  margin  improved to 44.2 percent from 41.6
percent  in the  prior-year  period.  Most of the  increase  in gross  margin is
attributable to lower sourcing and fabric costs, reduced inventory markdowns and
improved  product  mix.  Additionally,  the 2001  figures  include a reversal of
workers' compensation accruals of $8 million.  Excluding this adjustment,  gross
profit  would have been $432  million,  while gross  margin would have been 43.4
percent.

Operating  income for the period  decreased 8.4 percent to $121 million compared
to $132 million in the first quarter of fiscal 2000.

EBITDA, which the company defines as operating income excluding depreciation and
amortization,  decreased 7.1 percent to $142 million  versus $153 million in the
first quarter of 2000. EBITDA margin increased to 14.2 percent, compared to 14.1
percent in the first quarter of last year.

Net income in the first quarter decreased to $30 million compared to $65 million
in fiscal 2000.  Without a one-time,  pre-tax gain of $26 million related to the
sale of office space,  and after  adjusting  for taxes,  net income in the first
quarter of fiscal 2000 would have been $48 million.

Marineau said, "We have a terrific  assortment of fashion and basic products for
the spring season,  including our innovative Levi's(R) Engineered Jeans(TM) with
new  finishes;  Levi's(R)  569(R)  jeans  and  other  Red  Tab(TM)  basics;  new
Silvertab(R) fashion products;  and seasonal Dockers(R) products such as women's
capri  pants.  And  we're  supporting  our  brands  with new ad and  promotional
campaigns throughout the world."

As of February 25, 2001, total debt was $2.2 billion compared to $2.1 billion on
November 26, 2000 and $2.4 billion on February 27, 2000.

Bill Chiasson,  the company's chief financial officer,  noted, "We significantly
improved our debt structure in recent months and, given the improved margins and
quality of sales, the business continues to generate strong cash flow, providing
us with the flexibility to maintain the pace of our turnaround efforts. In 2001,
we are committed to delivering gross margins and EBITDA margins in line with our
previously  stated  targets,  while at the same time  controlling  expenses  and
further reducing our debt."
                                     -more-

<PAGE>
LS&CO. Q1/Add Two
March 20, 2001

Levi  Strauss & Co. is one of the world's  leading  branded  apparel  companies,
marketing its products in more than 80 countries worldwide.  The company designs
and markets  jeans and  jeans-related  pants,  casual and dress  pants,  shirts,
jackets and related accessories for men, women and children under the Levi's(R),
Dockers(R) and Slates(R) brands.

The company's first-quarter investor conference call, featuring Philip Marineau,
chief executive officer; Bill Chiasson, chief financial officer; and Joe Maurer,
treasurer, will be available through a live audio Webcast at www.levistrauss.com
on March 20, 2001 at 10 a.m. EST. A replay is available on the Web site the same
day beginning at approximately 2 p.m. EST and will remain until April 6, 2001. A
telephone replay also is available at (402) 220-1950 from approximately noon EST
through March 27, 2001.

This news release includes  forward-looking  statements about sales  performance
and trends,  fashion trends,  product innovation and new product  development in
our three brands, product mix, inventory position and management, expense levels
including  overhead and  advertising  expense,  debt  repayment  and  liquidity,
customer orders, retail relationships and developments  including  sell-through,
presentation  of  product  at  retail  and  marketing   collaborations,   retail
conditions  and  marketing  and  advertising  initiatives.  We have based  these
forward-looking   statements  on  our  current  assumptions,   expectations  and
projections about future events. When used in this release, the words "believe,"
"anticipate,"  "intend," "estimate," "expect," "project" and similar expressions
are  intended  to  identify   forward-looking   statements,   although  not  all
forward-looking statements contain these words.

These  forward-looking   statements  are  subject  to  risks  and  uncertainties
including,  without  limitation,  risks  related  to the  impact of  competitive
products;  changing fashion trends; U.S. retail conditions and retail conditions
outside  the  U.S.;  dependence  on key  distribution  channels,  customers  and
suppliers;  our  supply  chain  executional  performance;   ongoing  competitive
pressures in the apparel  industry;  changing  international and domestic retail
environments;  changes  in the level of  consumer  spending  or  preferences  in
apparel; general economic conditions; trade restrictions; political or financial
instability in countries  where our products are  manufactured;  and other risks
detailed in our Annual Report on Form 10-K,  registration  statements  and other
filings with the  Securities and Exchange  Commission.  Our actual results might
differ materially from historical performance or current expectations. We do not
undertake  any  obligation  to  update or revise  publicly  any  forward-looking
statements, whether as a result of new information, future events or otherwise.

                                   ###

<PAGE>
<TABLE>
<CAPTION>

                                       LEVI STRAUSS & CO.

                               CONSOLIDATED STATEMENTS OF INCOME
                                     (Dollars in Thousands)
                                         (Unaudited)

                                                                        Three Months Ended
                                                                     -----------------------
                                                                     Feb. 25,       Feb. 27,
                                                                     -------        --------
                                                                     2001           2000
                                                                     -----          ----
<S>                                                                     <C>             <C>

Net sales........................................................    $996,382      $1,082,437
Cost of goods sold...............................................     556,449         632,442
                                                                     --------      ----------
   Gross profit..................................................     439,933         449,995
Marketing, general and administrative expenses...................     326,095         322,111
Other operating income...........................................      (7,174)         (4,183)
                                                                     --------      ----------
   Operating income..............................................     121,012         132,067
Interest expense.................................................      69,205          56,782
Other (income) expense, net......................................       4,868         (24,958)
                                                                     --------      ----------
   Income before taxes...........................................      46,939         100,243
Income tax expense...............................................      17,367          35,084
                                                                     --------      ----------
   Net income....................................................    $ 29,572      $   65,159
                                                                     ========      ==========
<CAPTION>

                               NET SALES BY REGION
                                 (in millions)
                                   (Unaudited)

                                      Three Months Ended
                                      ------------------
Net Sales                       Feb. 25,     Feb. 27,     Percent
- ---------                       --------     --------     -------
                                2001         2000         Change
                                ----         ----         ------
<S>                              <C>         <C>           <C>

Americas                        $662.2      $  690.5       (4.1%)
Europe                           257.3         303.0      (15.1%)
Asia                              76.9          88.9      (13.5%)

Total Company                   $996.4      $1,082.4       (8.0%)



                                     Three Months Ended
                                     ------------------
Net Sales at Prior- Year        Feb. 25,     Feb. 27,      Percent
Currency Exchange Rates         --------     --------      -------
                                2001         2000          Change
                                ----         ----          ------
                               (Restated)
                               ----------


Americas                      $  663.4      $  690.5       (3.9%)
Europe                           281.6         303.0       (7.1%)
Asia                              83.7          88.9       (5.8%)

Total Company                 $1,028.7      $1,082.4       (5.0%)

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                          LEVI STRAUSS & CO.

                                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                                        (Dollars in Thousands)

                                                                                      February 25,  November 26,
                                                                                      ------------  ------------
                                                                                         2001           2000
                                                                                         -----          ----
<S>                                                                                       <C>            <C>
                                                                                      (Unaudited)

ASSETS
- ------

Cash and cash equivalents............................................................   $   82,223    $  117,058
Trade receivables, net...............................................................      565,928       660,128
Total inventories ...................................................................      743,954       652,249
Property, plant and equipment, net. .................................................      558,936       574,039
Other assets ........................................................................    1,180,814     1,202,254
                                                                                        ----------    ----------
                  Total Assets.......................................................   $3,131,855    $3,205,728
                                                                                        ==========    ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
- -------------------------------------

Current maturities of long-term debt and short-term borrowings.......................   $  228,480    $  231,290
Accounts payable  ...................................................................      202,495       268,473
Restructuring reserves...............................................................       61,372        71,595
Long-term debt, less current maturities..............................................    1,984,112     1,895,140
Long-term employee related benefits..................................................      380,426       358,849
Postretirement medical benefits......................................................      547,492       545,574
Other liabilities....................................................................      784,090       933,380
                                                                                        ----------    ----------
                  Total liabilities..................................................    4,188,467     4,304,301
                                                                                        ----------    ----------
                  Total stockholders' deficit........................................   (1,056,612)   (1,098,573)
                                                                                        ----------    ----------
                  Total Liabilities and Stockholders' Deficit........................   $3,131,855    $3,205,728
                                                                                        ==========    ==========



</TABLE>

</TEXT>
</DOCUMENT>
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