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Mail Stop 3561                  July 3, 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   Form 10-Q for the Quarter Ended May 4, 2008   File No.  001-14077
Dear Mr. Lester:

We have reviewed the above-referenced filings and your correspondence dated
June 20, 2008 and have the following comments.  You should comply with the comments
in all future filings, as app licable.  Please confirm in writing that you will do so, and also
explain to us how you intend to comply.  If you disagree, we will consider your
explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explan ation.  After reviewing this information, we
may raise additional comments.
 Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 32
1. We note your response to prior comment se ven from our letter dated June 3, 2008.
In addition, we have reviewed your sepa rate request for c onfidential treatment
with respect to your analysis as to w hy disclosure of the Company Objective
could result in competitive harm.  And as a result, we re-issue the comment to the extent it requested disclosure of the Company Objective used for determining
annual incentive awards for Fiscal 2007.  We also re quest that you re-file your
response letter to include the analysis presented in your confidential treatment
request as the response does not appear to contain any confidential information.

It is unclear from the analysis you provide d how the disclosure of a target for a
completed fiscal year that is not publis hed until after the company’s results have

W. Howard Lester
Williams-Sonoma, Inc.
July 3, 2008 Page 2
been made public would result in competitive harm.  To the extent you believe disclosure of the Company Objective for the year ended December 31, 2007 would result in competitive harm to the company, please provide us with additional analysis that addr esses why this is true for a target for a completed
fiscal year.  In addition, please address why disclosure  of the Company Objective
is not material to an understanding of the compensation paid to the named executive officers for 2007.

Form 10-Q for the Period Ended May 4, 2008

Management’s Discussion and Analysis, page 11
2. We note your response to our prior comment  3 from our letter dated June 6, 2008,
and we appreciate the information you have provided to us.  After reviewing your
recent Form 10-Q and other information th at you have recently communicated to
the market, we have the following comments:

• We note that despite the current ch allenging economic environment, your
inventory continued to increase durin g your first quarter of fiscal 2008.
We also note that inventory continues to be a material asset for you,
representing over one-third of your to tal assets at both year end and the
recent quarter end.  Based on information that you have recently communicated to the market, we under stand that approximately 41% of
your inventory increase on a year-ove r-year basis was due to additional
display inventory at new or remodeled stores, approximately 28% of this increase was due to growth in your  new and emerging brands, and the
remaining 31% of this increase was due to increased inventory at your
Williams-Sonoma brand, excluding new and remodeled stores.  We further understand that approximately 60%  of the increase in inventory for
the Williams-Sonoma brand was due to increases in the cost of your inventory when compared to the prior year, and the remaining 40% of this
increase was due to a mix shift toward higher costing items.  We also understand that the dollar value of inventory was flat  for your Pottery Barn
and Pottery Barn Kids brands, excl uding new and remodeled stores.
Please tell us how you considered disc losing this or similar information
within your Form 10-Q.  In this rega rd, we believe that this information
provides valuable insight and contex t into the numbers seen in your
financial statements, and that this information greatly increases an investor’s understand ing of how management views the company.

• We note your proposal to disclose in future filings that the decrease in
your gross margin is being primarily driven by the deleveraging of fixed
occupancy expenses from declining sales in your core brands.  It is unclear
to us that this disclosure provides your  investors with adequate insight into
changes at the brand level, particul arly if your brands are exhibiting

W. Howard Lester
Williams-Sonoma, Inc.
July 3, 2008 Page 3
different behavior.  In this regard, it appears that your Williams-Sonoma brand may be less affected by the current economic downturn than your
Pottery Barn or your Pottery Barn Kids brands.  To help us better understand this matter:

o Please provide us with gross margins and operating contribution margins for each of your core brands within each of your
reportable segments for each period presented in your February 3, 2008 Form 10-K and the subsequent Form 10-Q.
o If the margins for these brands  are diverging or otherwise
exhibiting different behavior, pleas e explain to us in more detail
how you determined that you did not need to provide insight into
each of your core brands when an alyzing your results of operations
below revenues.
o Regardless of any changes in margin s at the brand level, it appears
from your other communications with the market that management views the company at the brand level and that management communicates significantly more information about your results at the brand level than is currently included in your MD&A in either
your Form 10-K or your Form 10-Q.  We remind you that the
primary objectives of MD&A are 1) to provide a view of the
company through the eyes of management, 2) to provide appropriate context within which yo ur results can be analyzed, and
3) to provide your investors w ith insight into the potential
variability of your results, so th at they can ascertain the likelihood
that past performance is indicative of  future performance.  We urge
you to consider disclosing more information at the brand level
within MD&A when analyzing your results of operations below revenues.
3. We read in your response to our prior comment 4 from our letter dated June 6,
2008 that when you list multiple factors that contribute to a change in your results, you will list the factors that are significant in their order of magnitude.
Please confirm to us that you will disclo se to your readers that you have listed
these factors in their order of magnit ude.  Additionally, please continue to
consider separately quantifying the impact of  each of these factors, as we believe
this quantification provides bett er insight into  your results.

*****

W. Howard Lester
Williams-Sonoma, Inc. July 3, 2008 Page 4    You may contact Yong Kim,  Staff 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 rela ted matters.  Please contact Blair Petrillo,
Staff Attorney, at (202) 551-3550 or me at  (202) 551-3720 with any other questions.
          S i n c e r e l y ,             H. Christopher Owings
Assistant Director