SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          January 28, 2010   Sharon L. McCollam  Executive Vice President,  Chief Operating and Chie f Financial Officer
Williams-Sonoma, Inc. 3250 Van Ness Avenue San Francisco, CA 94109

Re: Williams-Sonoma, Inc.
Form 10-K for Fiscal Year Ended February 1, 2009
Filed April 2, 2009 File No. 1-14077
 Dear Ms. McCollam:
We have reviewed your filing and have the fo llowing comment.  Where indicated, we think
you should revise your document in response to this comments.  If you disagree, we will consider your explanation as to why our comment is inappli cable or a revision is unne cessary.  Please be as
detailed as necessary in your explanation.  Af ter reviewing this information, we may raise
additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.   Item 15. Exhibits and Financia l Statement Schedules, page 74

1. It appears that schedules a nd exhibits related to Exhib it 10.1, the Fourth Amended and
Restated Credit Agreement, dated October 4, 20 06, have not been filed on EDGAR.  Please
refile this agreement in your  next periodic report, includ ing all related schedules and
exhibits.

Sharon L. McCollam
Williams-Sonoma, Inc. January 28, 2010 Page 2
Please respond to this comment within 10 business days or tell us when you will provide us
with a response.     We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
these filings to be certain that  the filings include all inform ation 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 accur acy and adequacy of the
disclosures they have made.     In connection with responding to our comment, 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
filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpora tion Finance in our review of your filings or in
response to our commen ts on your filings.
 Please contact Brigitte Lippmann, Special Couns el, at (202) 551-3713 or me at (202) 551-
3720 with any other questions.
Sincerely,
    H. Christopher Owings
        A s s i s t a n t  D i r e c t o r