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SEC Response Letter

 June 20, 2008

 VIA EDGAR AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

 Judiciary Plaza

 100 F Street, N.W.

 Washington, DC 20549

 Attention:

 H. Christopher Owings, Assistant Director, Mail Stop 3561

 Jennifer Thompson, Accounting Branch Chief

 Blair Petrillo, Staff Attorney

 Yong Kim, Staff Accountant

 Re:

 Williams-Sonoma, Inc.

 Form 10-K for the
fiscal year ended February 3, 2008

 Filed April 3, 2008

 Definitive Proxy Statement on Schedule 14A

 Filed May 9, 2008

 File No. 001-14077

 Ladies and Gentlemen:

 Williams-Sonoma, Inc. (the “Company”) is submitting this letter in response to the staff (the “Staff”) of the Securities and Exchange Commission’s (the “Commission”) comment letter
dated June 6, 2008 (the “Comment Letter”). For your convenience, the Staff’s comments 1 through 11 have been repeated below, and the headings and numbered responses in this response letter correspond to the headings and numbered
comments contained in the Comment Letter.

 The Company acknowledges that, as described in the responses below, it will address the comments
contained in the Comment Letter in all future filings with the Commission, as applicable. The Company has attempted to explain how it intends to comply with such comments in detail sufficient for the Staff to understand the proposed revisions,
including by providing, to the extent practicable, the text of such intended disclosures.

 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 either merely state a fact
about your business, such as “We experience fluctuations 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 result from the facts or uncertainties.

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 Response:

 The Company advises the Staff that it will revise the sub-heading for each applicable risk factor in its future public filings to
succinctly state in the sub-headings the risks that result from the applicable facts or uncertainties. For example, subject to any changes necessary to reflect changes in the Company’s business or the underlying facts and circumstances, the
Company will revise the subheadings you cited as follows, with deleted language stricken out and new language indicated by underlined text:

•

 We experience fluctuationsDeclines in our comparable store sales may harm our operating results and cause a decline in the market
price of our common stock.

•

 We must successfullyIf we are unable to effectively manage our Internet business, our operating results may be harmed.

2.
Item 503 (c) of Regulation S-K states that issuers should not “present risk factors that could apply to any issuer or to any offering.” For example, the
risk you disclose under “We must successfully identify and analyze factors affecting our business, anticipate changing consumer preferences and buying trends, and manage our inventory commensurate with customer demands” could apply to
nearly any issuer 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 apply to your industry or the company.

 Response:

 The Company advises the Staff that it will revise, as necessary, the risk factors in its future public filings to identify more specifically how such risk factors apply to the Company or the industry within which the Company operates. For
example, subject to any changes necessary to reflect changes in the Company’s business or the underlying facts and circumstances, the Company will revise the risk factor you cited as follows, with deleted language stricken out and new language
indicated by underlined text:

 We must successfullyIf we are unable to identify and analyze
factors affecting our business, anticipate changing consumer preferences and buying trends, and manage our inventory commensurate with customer demand, our sales levels and profit margin may decline.

 Our success depends, in large part, upon our ability to identify and analyze factors affecting our business and to anticipate and respond in a timely
manner to changing merchandise trends and customer demands. For example, in the specialty home products business, style and color trends are constantly evolving. Consumer preferences cannot be predicted with certainty and may change between
selling seasons. Changes in customer preferences and buying trends may also affect our brands differently. We must be able to stay current with preferences and trends in our brands and address the customer tastes for

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each of our target customer demographics. We must also be able to identify and adjust the customer offerings in our brands to cater to different customer
demands. For example, a change in customer preferences for children’s room furnishings may not correlate to a similar change in buying trends for other home furnishings. If we misjudge either the market for our merchandise or our
customers’ purchasing habits, our sales may decline significantly, and we may be required to mark down certain products to sell the resulting excess inventory or to sell such inventory through our outlet stores or other liquidation channels at
prices which are significantly lower than our retail prices, either of which would negatively impact our business and operating results.

 In addition, we must manage our inventory effectively and commensurate with customer demand. Much of our inventory is sourced from vendors located outside the United States. Thus, we usually must order merchandise, and enter into contracts
for the purchase and manufacture of such merchandise, up to twelve months in advance of the applicable selling season and frequently before trends are known. The extended lead times for many of our purchases may make it difficult for us to respond
rapidly to new or changing trends. Our vendors also may not have the capacity to handle our demands. In addition, the seasonal nature of the specialty home products business requires us to carry a significant amount of inventory prior to peak
selling season. As a result, we are vulnerable to demand and pricing shifts and to misjudgments in the selection and timing of merchandise purchases. If we do not accurately predict our customers’ preferences and acceptance levels of our
products, our inventory levels will not be appropriate, and our business and operating results may be negatively impacted.

 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 challenging 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:

 Comment:

•

 In your 2008 Forms 10-Q, please ensure that your analysis of results provides transparency into the impact of any significant inventory liquidations to provide
better context around any decreases in your gross margin.

 Response:

 The Company advises the Staff that it notes that you have referenced its discussion regarding its “plan to drive down inventory levels in fiscal year
2008 by aggressively liquidating slow-moving inventory through our outlet stores and e-commerce websites.” In the retail industry, the use of the word “liquidating” is routinely used to describe markdowns taken in the

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ordinary course of business, as opposed to “liquidating” inventory through third party liquidators. Although the Company does expect increased
markdowns in 2008, this will not necessarily translate into a significant gross margin impact, as markdowns always occur throughout the year. Since markdowns are a part of the Company’s ordinary course of business, the Company’s ability to
accurately quantify those markdowns associated specifically with a plan to drive down inventory levels is not practicable. The Company has not previously provided additional disclosure surrounding the cost of “liquidating” its inventory
through third party providers, as such liquidations have not been significant; however, in prior years (for example, in the Company’s First Quarter 2007 Form 10-Q filing), the Company specifically provided additional disclosure regarding the
decrease in its gross margin due to increased markdowns and liquidation activity. Should the Company incur or expect to incur in the future any such significant inventory liquidations or markdowns, the Company will disclose their impact or potential
impact on its gross margin accordingly.

 Comment:

•

 Please also discuss and quantify any significant inventory impairments and, if possible, address your current expectations for further declines in gross margin
or impairments for the remainder of the fiscal year.

 Response:

 The Company advises the Staff that, in order to have any significant impairment, there must be an expectation that the Company will be selling its
inventory below cost. Since the Company is a high-end specialty retailer with high margins, any inventory markdowns must be substantial to result in an impairment below the Company’s cost. Historically, any such markdowns have not been
significant. Should the Company incur or expect to incur in the future any significant inventory impairments, however, the Company will disclose their impact or potential impact on its gross margin accordingly.

 In future filings, the Company will provide additional disclosure regarding any future decreases in gross margins for the remainder of the year.

 The proposed additional disclosure for future filings based on the Company’s First Quarter 2008 Form 10-Q filing (page 17 –
Item 2. Management’s Discussion and Analysis: Cost of Goods Sold) is as follows, with new language indicated by underlined text:

 First Quarter of Fiscal 2008 vs. First Quarter of Fiscal 2007

 Cost of goods sold decreased by $8,516,000, or 1.7%, in the
first quarter of fiscal 2008 compared to the first quarter of fiscal 2007. Cost of goods sold as a percentage of net revenues increased to 64.7% in the first quarter of 2008 from 63.0% in the first quarter of 2007. This increase as a percentage of
net revenues was primarily due to the deleveraging of fixed occupancy expenses from declining sales, an increase in cost of merchandise sold and the impact of accelerated depreciation associated with terminating

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a store lease prior to its expiration, partially offset by reductions in replacements and damages. For the remainder of fiscal 2008, we expect our costs
of goods sold as a percentage of net revenues to continue to increase by approximately XX to XX basis points over the prior year.

 Comment:

•

 To the extent that declining gross 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.

 Response:

 The Company advises the Staff that to the extent that declining gross margins are more prevalent for a certain brand or brands, the Company will provide
additional disclosure. The proposed additional disclosure for future filings based on the Company’s First Quarter 2008 Form 10-Q filing (page 13 – Item 2. Management’s Discussion and Analysis: Overview) is as follows, with new
language indicated by underlined text and specific references indicated by bold text:

 Including a $0.05 per diluted share net benefit
related to an incentive payment from a landlord to compensate us for terminating a store lease prior to its expiration, diluted earnings per share for the first quarter of fiscal 2008 decreased 37.5% to $0.10 per diluted share compared to $0.16 per
diluted share in the first quarter of fiscal 2007. This decrease resulted from a 170 basis point decrease in our gross margin, partially offset by a 30 basis point decrease in our selling, general and administrative expenses. The gross margin
decrease was primarily driven by the deleveraging of fixed occupancy expenses from declining sales in our core brands. The selling, general and administrative expenses decrease was primarily due to the landlord incentive payment.

 Comment:

•

 Consider whether you should reassess your aggregation of operating segments into reportable segments.

 Response:

 The Company advises the
Staff that, in accordance with the aggregation criteria in SFAS 131 paragraph 17, the Company continually reassesses its aggregation of operating segments into reportable segments. The Company continues to believe the overall economics of each of
its major concepts within each reportable segment have been and will be similar over time.

 In order to reach this conclusion, the Company
reassesses the performance of its brands by operating segment by periodically internally evaluating each brand’s gross margin and operating contribution as a percentage of net revenues within their reportable operating segment.

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The Company expects that all of the brands within its retail operating segment and within its direct-to-customer operating segment will have similar economic
characteristics over time.

 In addition, all of the brands within their reportable operating segment are similar in each of the following
areas:

•

 Nature of products and services (merchandising categories)

•

 Nature of production processes (procurement, sourcing and supply chain)

•

 Type or class of customer (similar targeted demographic profile)

•

 Methods used to distribute products (centrally managed real estate and call center functions)

•

 Regulatory environment (similar regulatory requirements for both segments)

 Therefore, as a result of the above analysis, the Company does not believe any further disaggregation would be meaningful.

 Comment:

•

 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 factors that allowed you to reduce your selling, general and administrative expenses.

 Response:

 The Company advises the Staff that, to the extent that the Company is able to offset any decreases in its gross
margin with reductions to its selling, general and administrative expenses, the Company will provide additional disclosures regarding the underlying factors that allowed it to reduce its selling, general and administrative expenses.

 The proposed additional disclosure for future filings based on the Company’s First Quarter 2008 Form 10-Q filing (page 13 – Item 2.
Management’s Discussion and Analysis: Overview) is as follows, with new language indicated by underlined text and specific references indicated by bold text:

 Including a $0.05 per diluted share net benefit related to an incentive payment from a landlord to compensate us for terminating a store lease prior to its expiration, diluted earnings per share for the first quarter
of fiscal 2008 decreased 37.5% to $0.10 per diluted share compared to $0.16 per diluted share in the first quarter of fiscal 2007. This decrease resulted from a 170 basis point decrease in our gross margin, partially offset by a 30 basis point
decrease in our selling, general and administrative expenses. The gross margin decrease was primarily driven by the deleveraging of fixed occupancy expenses from