EXHIBIT 10.55


                                SECOND AMENDMENT

                               LEVI STRAUSS & CO.
                           COMPREHENSIVE WELFARE PLAN
                                       FOR
                   HOME OFFICE PAYROLL EMPLOYEES AND RETIREES


         WHEREAS, LEVI STRAUSS & CO. ("LS&CO.") maintains the Levi Strauss & Co.
Comprehensive  Welfare Plan for Home Office Payroll  Employees and Retirees (the
"Plan"); and

         WHEREAS, Section 20.1 of the  Plan  provides  that LS&CO. may amend the
Plan at any time; and

         WHEREAS, LS&CO.  desires  to  amend the Plan to make certain changes in
coverage for retirees of LS&CO. and their dependents; and

         WHEREAS, by resolutions duly  adopted  on  June 22, 2000,  the Board of
Directors of LS&CO. authorized Philip A. Marineau, President and Chief Executive
Officer,  to adopt  certain  amendments  to the Plan and to  delegate to certain
other officers of LS&CO. the authority to adopt certain  amendments to the Plan;
and

         WHEREAS, on June 22, 2000,  Philip A. Marineau  delegated to any Senior
Vice  President,  Human  Resources,  including  Fred D.  Paulenich,  Senior Vice
President of Worldwide Human Resources, the authority to amend the Plan, subject
to specified  limits,  and such  delegation  has not been amended,  rescinded or
superseded as of the date hereof; and

         WHEREAS, the  amendments herein are within such limits to the delegated
authority of Fred D. Paulenich.

         NOW, THEREFORE,  the  Plan  is  hereby  amended  as  follows, effective
January 1, 2001:

1.       Section 11.1(b) of the Plan is  hereby  amended by adding the following
         new sentence at the end thereof:

         "Notwithstanding the foregoing to the  contrary,  effective  January 1,
         2001, an Eligible Retiree or Eligible Dependent  will pay the full cost
         of coverage for dental benefits."

2.       Section 11.1(d) of the Plan is hereby amended by  adding  the following
         new sentence at the end thereof:

         "Notwithstanding the foregoing  to  the contrary,  effective January 1,
         2001, the reimbursement of Medicare  Part  B premiums benefit described
         in this subsection




         (d) shall cease, except reimbursement  of Medicare Part B premiums will
         continue  for: (i) an  Eligible Retiree who attains age sixty-five (65)
         and  retires  before January 1, 2001, and (ii) an Eligible Dependent of
         an Eligible Retiree who retires before January 1, 2001 if such Eligible
         Dependent attains age sixty-five (65) before January 1, 2001."

3.       Section 11.3(b) of the Plan is hereby amended as follows:

         (a)  Subsection (1) is amended by deleting the word "two" as it appears
              in the last line and inserting "three" in lieu thereof.

         (b)  Subsection (1)(A) is amended by adding the  following new sentence
              at the end thereof:

              "Notwithstanding  the  foregoing  to  the  contrary,  the  medical
              benefits portion  of the Under  Age  65  Design  for  an  Eligible
              Retiree who retires  on  or  after  January 1, 2001 ('Under Age 65
              Design 2001') is identical to the  medical  benefits  described in
              Section 6 for active Employees,  except that an  Eligible  Retiree
              covered under the $1,000-Deductible  Plan prior to retirement must
              elect to be covered under the provisions  of  the  Managed  Choice
              Plan or the $500-Deductible Plan upon retirement."

4.       Section 11.3(e) of the Plan is hereby  amended  by adding the following
         new subsection (3) at the end thereof:

         "(3)     Lower Cost Option. An Eligible Retiree who  has  not  attained
                  age sixty-five (65) may elect a lower  cost  medical  benefits
                  option than the coverage in which  such  Eligible  Retiree  is
                  enrolled,  if  such  a lower  cost  option  is  available.  An
                  Eligible Retiree may  make  an  election under this subsection
                  (3) only one (1) time  during  retirement. An Eligible Retiree
                  may not at  any  time  elect  a  higher  cost medical benefits
                  option."

5.       Section 11.6 of the Plan is hereby amended by  adding the following new
         subsection (e) at the end thereof:

         "(e)     The Under Age 65 Design (2001).  Notwithstanding the foregoing
                  provisions of subsections (a)  through  (d)(5) of this Section
                  11.6 and Section 11.8 to the contrary,  the  medical  benefits
                  portion of the Under Age 65 Design for an Eligible Retiree who
                  retires  on  or  after January 1, 2001  is  identical  to  the
                  medical benefits  described in Section 6 for active Employees,
                  except   that   an   Eligible   Retiree   covered   under  the
                  $1,000-Deductible Plan prior to  retirement  must  elect to be
                  covered under the provisions of the Managed Choice Plan or the
                  $500-Deductible Plan upon retirement."


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6.       Section 11.7 of the Plan is hereby amended by adding the  following new
         subsection (d) at the end thereof:

         "(d)     The  Age  65  and  Over  Design  (2001).  Notwithstanding  the
                  foregoing provisions  of  Section 11.7(a) to the contrary, the
                  Age 65 and Over Design for (1) an Eligible Retiree who attains
                  age sixty-five (65) on or after  January 1, 2001,  and (ii) an
                  Eligible  Dependent  of  such  an  Eligible  Retiree  if  such
                  Eligible  Dependent  is  age sixty-five (65) or older (`Age 65
                  and Over Design (2001)') shall be as follows:

                  (1)      Medicare Part A  Inpatient Hospital Expenses. The Age
                           65 and Over Design (2001) reimburses 100% of expenses
                           covered  but  not  reimbursed  under  Medicare Part A
                           after  a  $300  per Participant per Benefit Plan Year
                           deductible, payable by the Participant.

                  (2)      Medicare Part B  Outpatient  Physician  Expenses. The
                           Age 65 and  Over  Design  (2001)  reimburses  100% of
                           expenses covered but  not  reimbursed  under Medicare
                           Part B after a $100  per Participant per Benefit Plan
                           Year deductible, payable by the Participant.

                  (3)      Preventive  Care  Allowance.  For an Eligible Retiree
                           who  retires  on  or  after  January 1, 2001  and  an
                           Eligible Dependent of  such an Eligible Retiree only,
                           the Age 65 and  Over Design (2001) reimburses 100% of
                           preventive  care   expenses  eligible  under  Section
                           11.7(a) of the Plan but not covered under Medicare up
                           to a  $200  maximum  per Participant per Benefit Plan
                           Year.

                  (4)      Prescription  Drug  Benefits.  The  Age  65  and Over
                           Design  (2001)  shall  provide  the prescription drug
                           benefit described in Section 6.9(b)(2) and (3) of the
                           Plan, except  with  respect  to the copayment amounts
                           and the  non-participating  pharmacy  benefit,  which
                           shall be subject to the following modifications:

                           (A)      Participating Pharmacy and Express  Pharmacy
                                    Mail-Order  Program  -  Copayments.  For  an
                                    Eligible Retiree  who  retires  on  or after
                                    January 1, 2001 and an Eligible Dependent of
                                    such  an  Eligible  Retiree   only,  when  a
                                    participating   pharmacy   or   the  Express
                                    Pharmacy mail-order program is  used to fill
                                    a prescription, the Participant shall pay:
                                    (i) a   $10   copayment   for  each  generic
                                    prescription on Aetna's formulary list, (ii)
                                    a   $15   copayment  for   each  brand  name
                                    prescription on Aetna's  formulary list, and
                                    (iii) a $30 copayment for  each prescription
                                    that is not on Aetna's formulary list.


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                                    For  an Eligible Retiree who  retires before
                                    January 1, 2001 and an Eligible Dependent of
                                    such  an  Eligible   Retiree  only,  when  a
                                    participating    pharmacy   or  the  Express
                                    Pharmacy  mail-order program is used to fill
                                    a prescription,  the  Participant shall pay:
                                    (i)  a   $10   copayment  for  each  generic
                                    prescription, (ii) a $15 copayment  for each
                                    brand name prescription  when  no generic is
                                    available, and  (iii)  a  $15 copayment plus
                                    the difference  in  cost between the generic
                                    and the  brand  name  prescriptions when the
                                    Participant    purchases    a   brand   name
                                    prescription and a generic  prescription  is
                                    available.

                           (B)      Non-Participating Pharmacy. No  benefit will
                                    be paid for a  prescription  purchased  at a
                                    non-participating pharmacy.

                  (5)      Annual Out-of-Pocket Limit.  An out-of-pocket maximum
                           limit of $400 per  Participant  per Benefit Plan Year
                           applies  to  eligible  Medicare  Part  A  and  Part B
                           expenses. The out-of pocket  maximum  amount does not
                           include expenses not  covered by Medicare or the Plan
                           or to prescription drug copayments."


                                      * * *

         IN  WITNESS  WHEREOF,  the  undersigned  has  set  his  hand  hereunto,
______________________, 2001.


                                                LEVI STRAUSS & CO.

                                                ________________________________
                                                Fred D. Paulenich
                                                Senior Vice President


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