-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Ji8Bjdy5DXZ3JEgHDtTuU+UPmYU+Kgrab70ktldjp7wzauuFOX3lLGbHYbA+JeFM
 8T11aOn3pexL8gtPl8mtGw==

<SEC-DOCUMENT>0000094845-01-500022.txt : 20010621
<SEC-HEADER>0000094845-01-500022.hdr.sgml : 20010621
ACCESSION NUMBER:		0000094845-01-500022
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010620

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:			1125

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		
		SEC FILE NUMBER:	333-55694
		FILM NUMBER:		1663845

	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>prospectus0620.txt
<DESCRIPTION>PROSPECTUS DATED 6/20/01
<TEXT>



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







                               LEVI STRAUSS & CO.







              Supplement No. 3 to Prospectus dated March 8, 2001.




               The date of this Supplement No. 3 is June 20, 2001






                   On June 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): June 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  June 20, 2001  titled "Levi Strauss & Co. Reports Second-Quarter
Financial Results and Revises Full-Year Sales Outlook."

ITEM 7.  EXHIBIT.

99        Press Release dated June 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:  June 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 June 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 SECOND-QUARTER FINANCIAL RESULTS
                       AND REVISES FULL-YEAR SALES OUTLOOK


SAN FRANCISCO (June 20, 2001) - Levi Strauss  & Co.  today  announced  financial
results  for  the  second quarter of fiscal 2001 ended May 27, 2001. Even though
the weak U.S. retail environment affected  results for the period, the company's
business-turnaround strategies continue to yield improvements.

Second-quarter  net sales  declined  9.1 percent to $1,044  million  from $1,149
million in the second  quarter  of fiscal  2000.  Had  currency  rates  remained
constant at 2000 levels, net sales would have declined approximately 6.6 percent
for the period.

"The  anemic  U.S.  and  Japanese  retail  markets  clearly  affected  our sales
results,"  said Philip  Marineau,  the company's  president and chief  executive
officer.  "Regardless,  we are making significant  improvements in our products,
service levels,  customer relations and retail presentation  worldwide. In fact,
our  European  business is starting to turn the corner,  with sales  growth this
quarter of five  percent on a  constant-currency  basis.  We are  getting  great
results when our products, retail merchandising and supply-chain initiatives all
come together in a strengthening denim market, which is the case in Europe right
now.

"We're  staying  focused on our key  business-turnaround  strategies,  including
product innovation," said Marineau. "In the United States, our news for men this
fall is the  Dockers(R)  Mobile(TM)  khaki  pant,  which has hidden  pockets for
carrying  cell  phones,  pagers and other  high-tech  gadgets.  It's a brand new
concept  that's  being well  received by our  retailers.  And on the jeans front
worldwide,  momentum  continues  to  build  behind  our  ergonomically  designed
Levi's(R) Engineered Jeans(TM)."

                                    --more--


<PAGE>


LS&CO. Q2/Add One
June 20, 2001

Second-quarter  gross  profit  was  $452  million  versus  $488  million  in the
comparable  period of 2000.  Gross  margin  improved to 43.3  percent  from 42.4
percent in the prior-year period, reflecting a combination of lower sourcing and
fabric  costs,  reduced  inventory  markdowns and a stronger mix of basic versus
fashion products.

Operating income for the quarter decreased 2 percent to $124 million compared to
$126 million in the second quarter of fiscal 2000.

EBITDA, which the company defines as operating income excluding depreciation and
amortization, was $145 million, or 13.9 percent of sales versus $150 million, or
13.1 percent of sales in the second quarter of 2000.

Net income in the second quarter  decreased 4 percent to $43 million compared to
$45 million in fiscal 2000.

As of May 27, 2001, total debt was $2.2 billion,  essentially unchanged from the
first quarter.


Full-Year Outlook
- -----------------

"Since  there are no  indications  currently  that the U.S. or  Japanese  retail
market will  recover  significantly  during the second half of the year,  we are
revising our full-year sales  outlook," said Marineau.  "We now expect a decline
of approximately three to five percent on a constant-currency  basis rather than
the  plus-or-minus  two percent that we stated  previously for this fiscal year.
Nevertheless,  I'm optimistic that we're putting the right products and programs
in place to  stabilize  our sales and  ultimately  grow  again  after the market
recovers."

Chief  financial  officer  Bill  Chiasson  said,  "Our  priorities  are to bring
inventories  down while  holding  the line on costs to protect our  margins.  In
fact,  despite our revised sales  guidance,  we continue to expect gross margins
and EBITDA  margins  for fiscal  2001 to be in line with our  previously  stated
expectations."

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.
                                     -more-



<PAGE>


LS&CO. Q2/Add Two
June 20, 2001

The  company's   second-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 June 20, 2001 at 10 a.m.  EDT. A replay is  available on
the Web site the same day beginning at  approximately 2 p.m. EDT and will remain
until July 20, 2001. A telephone replay also is available at (973) 341-3080, pin
#2593382, from approximately noon EDT through July 20, 2001.

This news release includes  forward-looking  statements about retail conditions,
sales performance and trends,  product innovation and new product development in
our three brands, margins,  EBITDA,  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,  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 U.S.  retail  conditions  and
retail conditions outside the U.S.; the impact of competitive products; changing
fashion  trends;   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          Six Months Ended
                                                                        ------------------          ----------------
                                                                      May 27,       May 28,       May 27,       May 28,
                                                                      -------       -------       -------       -------
                                                                      2001          2000          2001          2000
                                                                      ----          ----          ----          ----
<S>                                                                    <C>           <C>           <C>           <C>
Net sales........................................................   $1,043,937    $1,149,044    $2,040,320    $2,231,481
Cost of goods sold...............................................      591,442       661,469     1,147,891     1,293,911
                                                                    ----------    ----------    ----------    ----------
   Gross profit..................................................      452,495       487,575       892,429       937,570
Marketing, general and administrative expenses...................      336,128       367,417       662,224       689,528
Other operating income...........................................       (7,365)       (6,265)      (14,539)      (10,448)
                                                                    ----------    ----------    ----------    ----------
   Operating income..............................................      123,732       126,423       244,744       258,490
Interest expense.................................................       53,898        60,989       123,103       117,771
Other (income) expense, net......................................          899        (3,835)        5,767       (28,793)
                                                                    ----------    ----------    ----------    ----------
   Income before taxes...........................................       68,935        69,269       115,874       169,512
Income tax expense...............................................       25,507        24,245        42,874        59,329
                                                                    ----------    ----------    ----------    ----------
   Net income....................................................   $   43,428    $   45,024    $   73,000    $  110,183
                                                                    ==========    ==========    ==========    ==========

   EBITDA margin.................................................         13.9%         13.1%         14.1%         13.6%
                                                                          ====          ====          ====          ====
<CAPTION>

                                                          NET SALES BY REGION
                                                             (in millions)
                                                              (Unaudited)

                                           Three Months Ended                       Six Months Ended
                                           ------------------                       ----------------
Net Sales                         May 27,       May 28,     Percent       May 27,       May 28,     Percent
                                  -------       -------     -------       -------       -------     -------
                                  2001          2000        Change        2001          2000        Change
                                  ----          ----        ------        ----          ----        ------
<S>                               <C>            <C>          <C>          <C>           <C>          <C>

Americas                           $682.1      $ 762.1      (10.5%)      $1,344.3     $1,452.6       (7.5%)
Europe                              276.7        278.7       (0.7%)         534.0        581.7       (8.2%)
Asia                                 85.1        108.3      (21.4%)         162.0        197.2      (17.8%)

Total Company                    $1,043.9     $1,149.0       (9.1%)      $2,040.3     $2,231.5       (8.6%)



                                           Three Months Ended                       Six Months Ended
                                           ------------------                       ----------------
Net Sales at Prior-Year           May 27,       May 28,      Percent      May 27,       May 28,     Percent
Currency Exchange Rates           -------       -------      -------      -------       -------     -------
                                  2001          2000         Change       2001          2000        Change
                                  ----          ----         ------       ----          ----        -------
                                 (Restated)                              (Restated)
                                 ----------                              ----------


Americas                          $ 683.4      $ 762.1       (10.3%)      $1,346.8     $1,452.6       (7.3%)
Europe                              293.2        278.7         5.2%          574.7        581.7       (1.2%)
Asia                                 96.2        108.3       (11.1%)         179.9        197.2       (8.8%)

Total Company                    $1,072.7     $1,149.0        (6.6%)      $2,101.4     $2,231.5       (5.8%)


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                      LEVI STRAUSS & CO.

                                             CONDENSED CONSOLIDATED BALANCE SHEETS
                                                     (Dollars in Thousands)

                                                                                           May 27,       Nov. 26,
                                                                                           -------       --------
                                                                                           2001          2000
                                                                                           ----          ----
<S>                                                                                         <C>           <C>
                                                                                        (Unaudited)
ASSETS
- ------

Cash and cash equivalents............................................................   $   79,979    $  117,058
Trade receivables, net...............................................................      557,775       660,128
Total inventories ...................................................................      779,934       652,249
Property, plant and equipment, net. .................................................      539,207       574,039
Other assets ........................................................................    1,195,900     1,202,254
                                                                                        ----------    ----------
                  Total Assets.......................................................   $3,152,795    $3,205,728
                                                                                        ==========    ==========

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

Current maturities of long-term debt and short-term borrowings.......................   $  227,570    $  231,290
Accounts payable.....................................................................      191,145       268,473
Restructuring reserves...............................................................       56,815        71,595
Long-term debt, less current maturities..............................................    1,980,337     1,895,140
Long-term employee related benefits..................................................      386,942       358,849
Post-retirement medical benefits.....................................................      548,903       545,574
Other liabilities....................................................................      774,616       933,380
                                                                                        ----------    ----------
                  Total liabilities..................................................    4,166,328     4,304,301
                                                                                        ----------    ----------
                  Total stockholders' deficit........................................   (1,013,533)   (1,098,573)
                                                                                        ----------    ----------
                  Total Liabilities and Stockholders' Deficit........................   $3,152,795    $3,205,728
                                                                                        ==========    ==========
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
