SecProbe.io

June 11 , 2015

Laura J. Alber
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 1, 2015
Filed April 2, 2015
File No. 1-14077

Dear Ms. Alber :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments ap ply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 27

1. We note your discussions of changes in net revenues, e-commerce net revenues , retail net
revenues and other data, cost of goods sold and selling, general and administrative
expenses during each year presented.  Please revise future filings to quantify the impact
of price and volume changes on net sales as well as the other factors you identify as
impacting such revenues and expenses.  For example, you should quantify to the extent
practicable the increase in your intern ational operations and the loss of the additional
week of revenues in fiscal 2012 on retail net revenues and lower selling margins and
increases in occupancy costs on costs of goods sold as a percentage of revenue .  In
addition, please include a discussion  of the factors causing the changes.

Laura J. Alber
Williams -Sonoma, Inc.
June 1 1, 2015
Page 2

 2. Please tell us what consideration you gave to describing any known  trends or
uncertainties that have had or that you reasonab ly expect will have a material favorable or
unfavorable impact on net revenues or income fr om continuing operations.  For example,
please include a discussion of the trends in same store sales, selling margins and
occupancy costs and advertising efficiency.  Please refer to Item 303(a) of Regulation S -
K.

3. We note your disclosure  of “selling sq uare footage” and “LSF” metrics on page 28 . We
also note the disclosure of such metrics in your press releases.  Please tell us your
consideration of  disclos ing how these metrics correlate to your results of op erations and
discussing their limitations.

Notes to Consolidated Financial Statements

4. Please tell us the amount of breakage recognized for each year presented and how the
breakage is classified in your financial statements.  If material, please disclose the
amount of breakage recognized in future filings.  Please also disclose whether  your gift
cards hav e expiration dates.

5. We note that you have multi -year franchise agreements with third parties in the Middle
East, Philippines and Mexico.  Please tell us the terms of your franchise agreements and
your revenue recognition policy for franchise revenues, including any initial fees paid by
franchisees.  Please also tell us the significance of franchise fees and product sales to
franchisees for each year presented.

Foreign Currency Translation, page 45

6. Please disclose the changes in the accumulated balance of foreign currency translation
adjustments .  Please refer to ASC 22 0-10-45-14A.

Note L: Segment Reporting, page 54

7. We note your disclosure that you have retail and e -commerce businesses in Canada,
Australia and the United Kingdom, and operations throughout Asia and Europe.  Please
tell us your consideration of provid ing the disclosure required by to  ASC 280 -10-50-41.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the com pany and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Laura J. Alber
Williams -Sonoma, Inc.
June 1 1, 2015
Page 3

 In responding to our comments, please provide  a written statement from t he 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 res pect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Yolanda Guobadia, Staff Accountant,  at (202) 551 -3562 o r me at (202)
551-3344 with other questions.

Sincerely,

 //s/ William H. Thompson

William H. Thompson
Accounting Branch Chief