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Mail Stop 3561                  June 6, 2008  W. Howard Lester Chairman and Chief Executive Officer Williams-Sonoma, Inc. 3250 Van Ness Avenue San Francisco, CA  94109
 Re:  Williams-Sonoma, Inc.
  Form 10-K for Fiscal Year Ended February 3, 2008
  Filed April 3, 2008   Definitive Proxy Statement on Schedule 14A   Filed May 9, 2008   File No.  001-14077
Dear Mr. Lester:
  We have reviewed your filing and have the following comments.  You should comply with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so, and also explain to us in detail sufficient  for an understanding of your disclosure how you
intend to comply by providing us with your prop osed revisions.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  After re viewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.
 Form 10-K for the Fiscal Year Ended February 3, 2008

Item 1A. Risk Factors, page 6

1. Please revise the sub-heading for each risk factor to ensure it reflects the risk that you discuss in the text. Many of your subheadings currently ei ther merely state a fact about
your business, such as “We experience fluctua tions in our comparable store sales” and
“We must successfully manage our internet business.”  Please revise this section
throughout to succinctly state in your subheadings  the risks that resu lt from the facts or
uncertainties.

W. Howard Lester
Williams-Sonoma, Inc. June 6, 2008
Page 2
2. Item 503(c) of Regulation S-K st ates that issuers should not “present risk factors that
could apply to any issuer or to any offeri ng.”  For example, the risk you disclose under
“We must successfully identify and analyze factors affectin g our business, anticipate
changing consumer preferences and buying trends, and manage our inventory commensurate with customer demands” could ap ply to nearly any i ssuer in your industry
and even in other industries. If  you elect to retain these and other general risk factors in
your annual report, you must clearly explain how they appl y to your industry or the
company.
 Item 7.  Management’s Discussion and Analysis

Overview, page 21
3. We note that you appear to have unusually high inventory levels at February 3, 2008.  We
also note your discussion of the current ch allenging economic environment, and we read
that you plan to drive down inventory levels in fiscal year 2008 by aggressively liquidating slow-moving inventory through your outlet stores and e-commerce websites.
We have the following comments:

• In your 2008 Forms 10-Q, please ensure that  your analysis of results provides
transparency into the impact of any si gnificant inventory liquidations to provide
better context around any decreases in your gr oss margin.  Please also discuss and
quantify any significant inventory impair ments and, if possible, address your
current expectations for further declines in gross margin or impairments for the
remainder of the fiscal year.  To the exte nt that declining gr oss margins are more
prevalent for certain brands, please address this in your MD &A analysis as part of
providing your investors with a view of the company through the eyes of
management, and consider whether y ou should reassess you r aggregation of
operating segments into reportable segments.

• To the extent that you are able to offset  any decreases in your gross margins with
reductions to your selling, general and administrative expenses, please also
discuss and quantify the underlying fact ors that allowed you to reduce your
selling, general and administrative expenses.

• Please expand your Critical Accounting Po licy on inventory reserves to more
specifically address the uncertainties a nd variabilities related to the current
economic environment.  Please also quantify the sensitivity of your inventory reserve estimates to change, based on othe r outcomes that are reasonably likely to
occur and would have a material effect on your financial statements.  Refer to
Section V of our Release No. 33-8350.

• Please show us what the above  disclosures will look like.

W. Howard Lester
Williams-Sonoma, Inc. June 6, 2008
Page 3   Results of Operations, page 23

4. We note your repeated reference to the fact that fiscal year  2007 contained an additional
week when compared to fiscal years 2006 and 2005.  In future filings, please quantify the
impact of the additional week for each of  the income statement line items that you
discuss, at the segmental level if possible, as  we believe this provides your readers with
important context for understa nding the changes in your resu lts.  Additionally, where you
list multiple factors that contributed to a change in your results, please quantify the
impact of each  factor, where possible, to provide your investors with insight into the
relative weight of each factor.
5. We note your analysis of cost of goods so ld beginning on page 25 and your references
elsewhere in the fili ng to the fact that about 60% of your merchandise purchases are
foreign-sourced.  To the extent that the w eakening U.S. dollar results in significantly
increased costs for this merchandise, please di scuss this matter and quantify the impact
on your cost of goods sold.
 Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 32
Does the Compensation Committee compare the co mpany’s compensation practices to those of
other companies? page 35

6. We note the disclosure on page 35 of the 19 public retail companies comprising the proxy
data peer group for fiscal 2007.  We also note the disclosure on page 36 that proxy data
was reviewed with respect to the Chief Ex ecutive Officer’s recommendations for fiscal
2008.  Please confirm that the proxy data peer  group did not change from fiscal 2007 to
fiscal 2008, or disclose any changes.

How are annual incentives determined? page 36
What are the criteria considered in awarding annual incentives? page 37

7. Please disclose the “target bonus” amounts for your named executive officers.   In
addition, please disclose the Company Objective used for determining annual incentive
awards for fiscal 2007.  To the extent you beli eve disclosure of the “target bonus” and the
Company Objective are not required because it could result in competitive harm, provide
us on a supplemental basis a detailed explana tion for this conclusion.  See instruction 4 to
Item 402(b) of Regulation S-K.  If disc losure would cause competitive harm, please
discuss further how difficult it will be for the named executive officer or how likely it will be for you to achieve the goals or other factors.

8. We note the disclosure on page 38 that “only a portion” of the target bonus amount was
paid for Fiscal 2007.  Please specify how much  was paid as a percen tage of the target
bonus.  In addition, please disclose whethe r the negative discretion as applied by the

W. Howard Lester
Williams-Sonoma, Inc. June 6, 2008
Page 4
compensation committee was determined on an aggregate basis for all executive officers or whether such discretion was applied on an individual basis.

How is the Chief Executive Officer compensated? page 40

9. Please briefly describe objectives against wh ich Mr. Lester’s performance was judged at
the Compensation Committee meeting on March 11, 2008.

Committee Reports, page 43

10. Please include the information required by Item 407(e)(5)(ii) of  Regulation S-K,
including the names of the compensation committee members.
 Certain Relationships and Re lated Transactions, page 48

11. Please include the information require d by Item 404(b) of Regulation S-K.

*****

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your respon ses to our comments and
provides any requested information.  Detailed letters greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the adequacy and accuracy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

W. Howard Lester
Williams-Sonoma, Inc. June 6, 2008 Page 5
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
 You may contact Yong Kim, St aff Accountant, at (202) 551 -3323 or Jennifer Thompson,
Accounting Branch Chief, at (202) 551-3737 if you have questions regarding comments on the financial statements and related matters.  Please  contact Blair Petrillo, Staff Attorney, at (202)
551-3550 or me at (202) 551-3720 with any other questions.
Sincerely,

H. Christopher Owings Assistant Director