SecProbe.io

<DOCUMENT>
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 January 26, 2026

Jeffrey Howie
Chief 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 2, 2025
 File No. 001-14077
Dear Jeffrey Howie:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Document January 15, 2026 By EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Robert Shapiro and Doug Jones Re: Williams-Sonoma, Inc. Form 10-K for Fiscal Year Ended February 2, 2025 Form 8-K Furnished on March 19, 2025 File No. 001-14077 Dear Mr. Shapiro and Mr. Jones, Williams-Sonoma, Inc. (the “Company”) responds to your comment letter dated December 29, 2025. For ease of reference, we have repeated your comment below followed by the Company’s response. Form 10-K for Fiscal Year Ended February 2, 2025 Management’s Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2024 Financial Results, page 35 1. Comment: Please quantify all factors cited as contributing to variances between periods in your annual and interim period reports. For example (but not all inclusive) in the current annual report, factors cited that are not quantified regarding the change in net revenues in fiscal 2024 from fiscal 2023 include the additional week in fiscal 2024, customer hesitancy towards furniture purchases, offset of strength in non-furniture and seasonal assortments, strategy to reduce promotional activity, collaborations, dorm and baby offerings, seasonal decor, and new product introductions. Refer to section III.D of Release No. 33-6835 (501.04 of the staff’s Codification of Financial Reporting Releases). Additionally, describe in annual and interim period reports the underlying reasons associated with factors cited (e.g., customer hesitancy towards furniture purchases), variances described (e.g., changes in channels) and all of the factors described for the change in gross profit margin. Refer to Item 303(b) of Regulation S-K. Given cost of goods sold appears to be material to your results, consider discussing changes in the components therein that materially contributed to improved gross profit margin. Also, consider stating changes in terms of dollar amounts in addition to percentages so that investors may have a better context of their relative magnitude. Response: The Company acknowledges the Staff’s comment and advises the Staff that as disclosed on page 35 of its Form 10-K for the year ended February 2, 2025, the Company’s practice is to discuss the primary factors affecting year-over-year changes within its MD&A to provide the reader with an understanding of the importance of each factor. The Company does not view each of these factors, particularly when disclosed at the brand level, as necessarily material, and some are not reasonably quantifiable. In future filings, the Company will quantify the factors that are both material to the Company’s performance and reasonably quantifiable, and describe the underlying reasons associated with the factors cited. As an example, if an annual or quarterly period includes an extra fiscal week, the Company will disclose the impact the additional week had on the Company’s revenue. With respect to the Staff’s comment regarding cost of goods sold, the Company would like to point the Staff to its analysis of gross profit, on page 39 of its Form 10-K for fiscal 2024, which discussed material drivers of cost of goods sold. For example, in the section headed “Fiscal 2024 vs. Fiscal 2023”, the Company noted that the increase in gross margin was partially driven by supply chain efficiencies of 130 basis points. The Company further disclosed the drivers of those efficiencies to be the following, many of which are inputs of cost of goods sold: “ reductions in returns and damages , reduced out-of-market and multiple shipments , reduced replacements , as well as fewer customer accommodations . . .” (emphasis added). Finally, as requested, the Company will consider stating dollar amounts, in addition to percentages, where it will provide better context for the relative magnitude of a particular factor. 2. Comment: On page 35 you disclose decreased revenue in fiscal 2024 for Pottery Barn was due in part to your strategy to reduce promotional activity, whereas on page 40 you disclose increased SG&A in fiscal 2024 was in part due to an increase in advertising expenses. Please reconcile these disclosures for us and revise your disclosures as appropriate. Response: The Company acknowledges the Staff’s comment and would like to provide additional context regarding the use of the term “promotional activity.” In the retail industry, this phrase typically refers to selling products at a discounted price rather than to advertising expenses. Therefore, it is possible that during a fiscal year, like fiscal 2024, one of the Company’s brands can both reduce promotional activity (meaning fewer sales made at a discounted price) and increase advertising expenses (spending more on marketing). The Company believes its disclosures are appropriate. Liquidity and Capital Resources Cash Flows from Operating Activities, page 42 3. Comment: It appears the increase of $82.8 million in cash paid for income taxes, net of refunds, in fiscal 2024 compared to fiscal 2023 is a material item that is not disclosed as a factor in your analysis of changes in operating cash flows. Please discuss all material usages of cash as appropriate. Refer to Item 303(a) and (b) of Regulation S-K. Additionally, quantify each variance factor cited in annual and interim period reports. Response: The Company acknowledges the Staff’s comment and, in future filings, to the extent cash paid for income taxes, net of refunds, is determined to be a material factor in the changes in operating cash flows, the Company will disclose such factor in its analysis of changes in operating cash flows. Additionally, in future filings, the Company will quantify the variance for any material factor cited. Form 8-K Furnished on March 19, 2025 Exhibit 99.1 Williams-Sonoma, Inc. announces fourth quarter and fiscal year 2024 results Return on Invested Capital, page 11 4. Comment: You make adjustments to both the numerator and denominator in your calculation of Return on Invested Capital. As it appears your calculation is not that as typically calculated, it appears you should qualify the label of the measure as “adjusted” or some other appropriate description. Also, please explain the purpose and basis for all adjustments made and disclose what the measure is intended to represent and why your measure provides useful information to investors. Lastly, present this measure calculated using the most directly comparable GAAP measures. Refer to Item 10(e)(1)(i) of Regulation S-K and the third bullet under Question 102.10(a) and by analogy to Questions 102.02 and 103.01 of the Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response: The Company acknowledges the Staff's comment and confirms that, in future filings, it will refer to this ratio as “Adjusted Return on Invested Capital” (Adjusted ROIC), and disclose what the measure is intended to represent and why the Company believes the measure provides useful information to investors. Additionally, we will explain the purpose and basis for all adjustments made in the calculation of Adjusted ROIC with footnote disclosure. We will also present the ratio using the most directly comparable GAAP measures and refer to it as “Return on Invested Capital” (ROIC).   An example of the intended future disclosure of ROIC and Adjusted ROIC based on an illustrative revision of the actual disclosure in Exhibit 99.1 to the Company’s Form 8-K furnished on March 19, 2025 is presented below. Adjusted Return on Invested Capital (“Adjusted ROIC”) We believe that Adjusted ROIC is a useful financial ratio for investors in evaluating the efficiency and effectiveness of the capital we have invested in our business to generate returns over time. Our Adjusted ROIC calculation excludes certain items that we do not consider representative of our operating performance. Adjusted ROIC is not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for net earnings, total assets or other GAAP financial measures. Our method of calculating a non-GAAP financial ratio may differ from other companies’ methods and therefore may not be comparable to those used by other companies. We also present the financial ratio calculated using the most directly comparable GAAP measures and refer to this as Return on Invested Capital (“ROIC”). The following tables reconcile ROIC to Adjusted ROIC: Numerator (using the most directly comparable GAAP measures): For the Fiscal Year Ended (In thousands) February 2, 2025 January 28, 2024 Operating income $ 1,430,184   $ 1,244,193   Income tax 1 (347,535) (316,025) Operating income after tax $ 1,082,649   $ 928,168   1 Reflects a hypothetical provision for income taxes on operating income, using the Company's effective tax rates of 24.3% for fiscal 2024 and 25.4% for fiscal 2023. Numerator (adjusted): For the Fiscal Year Ended (In thousands) February 2, 2025 January 28, 2024 Operating income $ 1,430,184   $ 1,244,193   Out-of-period Freight Adjustment 1 (48,972) —  Exit Costs 2 —  17,931  Reduction-in-force Initiatives 3 —  8,316  Operating lease costs 4 299,105  296,779  Income tax adjustment 5 (408,317) (398,074) Adjusted operating income after tax $ 1,272,000   $ 1,169,145   1 During Q1 2024, we determined that we over-recognized freight expense in fiscal 2021, 2022 and 2023. Therefore, we recorded an out-of-period adjustment to reduce cost of goods sold. We believe this is not related to the operations of fiscal 2024. 2 During Q1 2023, we incurred exit costs of $17.9 million, including $9.3 million associated with the closure of our West Coast manufacturing facility and $8.6 million associated with the exiting of Aperture, a division of our Outward, Inc. subsidiary. 3 During Q1 2023, we incurred costs related to reduction-in-force initiatives of $8.3 million primarily in our corporate functions. 4 We adjust for operating lease costs to align with the metrics we use to determine certain components of management compensation. 5 Adjustment reflects a hypothetical provision for income taxes using the Company's effective tax rates of 24.3% for fiscal 2024 and 25.4% for fiscal 2023. Denominator: As of (In thousands) February 2, 2025 January 28, 2024 January 29, 2023 Total assets $ 5,301,607 $ 5,273,548 $ 4,663,016 Total current liabilities (1,911,974) (1,880,315) (1,636,451) Cash in excess of $200 million (1,012,977) (1,062,007) (167,344) Invested capital $ 2,376,656 $ 2,331,226 $ 2,859,221 Average invested capital $ 2,353,941 $ 2,595,224 ROIC 46.0   % % 35.8   % % Adjusted ROIC 54.0   % % 45.0   % % If you have any questions about this filing or the Company’s responses, please contact Jeffrey E. Howie at (415) 402-4324 or jhowie@wsgc.com and Jeremy Brooks at (917) 822-9257 or jbrooks10@wsgc.com. Very truly yours, /s/ JEFFREY E. HOWIE Jeffrey E. Howie Chief Financial Officer /s/ JEREMY BROOKS Jeremy Brooks Chief Accounting Officer cc: David R. King, General Counsel Brett Cooper, Orrick, Herrington & Sutcliffe LLP

<DOCUMENT>
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<TEXT>
 December 29, 2025

Jeffrey Howie
Chief 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 2, 2025
 Form 8-K Furnished on March 19, 2025
 File No. 001-14077
Dear Jeffrey Howie:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for Fiscal Year Ended February 2, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Fiscal 2024 Financial Results, page 35

1. Please quantify all factors cited as contributing to variances between
periods in your
 annual and interim period reports. For example (but not all inclusive)
in the current
 annual report, factors cited that are not quantified regarding the
change in net
 revenues in fiscal 2024 from fiscal 2023 include the additional week in
fiscal 2024,
 customer hesitancy towards furniture purchases, offset of strength in
non-furniture
 and seasonal assortments, strategy to reduce promotional activity,
collaborations,
 dorm and baby offerings, seasonal decor, and new product introductions.
Refer to
 section III.D of Release No. 33-6835 (501.04 of the staff s
Codification of Financial
 Reporting Releases). Additionally, describe in annual and interim period
reports the
 underlying reasons associated with factors cited (e.g., customer
hesitancy towards
 furniture purchases),variances described (e.g., changes in channels) and
all of the
 factors described for the change in gross profit margin. Refer to Item
303(b) of
 December 29, 2025
Page 2

 Regulation S-K. Given cost of goods sold appears to be material to your
results,
 consider discussing changes in the components therein that materially
contributed to
 improved gross profit margin. Also, consider stating changes in terms of
dollar
 amounts in addition to percentages so that investors may have a better
context of their
 relative magnitude.
2. On page 35 you disclose decreased revenue in fiscal 2024 for Pottery
Barn was due in
 part to your strategy to reduce promotional activity, whereas on page 40
you disclose
 increased SG&A in fiscal 2024 was in part due to an increase in
advertising expenses.
 Please reconcile these disclosures for us and revise your disclosures as
appropriate.
Liquidity and Capital Resources
Cash Flows from Operating Activities, page 42

3. It appears the increase of $82.8 million in cash paid for income taxes,
net of refunds,
 in fiscal 2024 compared to fiscal 2023 is a material item that is not
disclosed as a
 factor in your analysis of changes in operating cash flows. Please
discuss all material
 usages of cash as appropriate. Refer to Item 303(a) and (b) of
Regulation S-K.
 Additionally, quantify each variance factor cited in annual and interim
period reports.
Form 8-K Furnished on March 19, 2025
Exhibit 99.1
Williams-Sonoma, Inc. announces fourth quarter and fiscal year 2024 results
Return on Invested Capital, page 11

4. You make adjustments to both the numerator and denominator in your
calculation of
 Return on Invested Capital. As it appears your calculation is not that
as typically
 calculated, it appears you should qualify the label of the measure as
"adjusted" or
 some other appropriate description. Also, please explain the purpose and
basis for all
 adjustments made and disclose what the measure is intended to represent
and why
 your measure provides useful information to investors. Lastly, present
this measure
 calculated using the most directly comparable GAAP measures. Refer to
Item
 10(e)(1)(i) of Regulation S-K and the third bullet under Question
102.10(a) and by
 analogy to Questions 102.02 and 103.01 of the Staff's Compliance and
Disclosure
 Interpretations on Non-GAAP Financial Measures.
 December 29, 2025
Page 3

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 29, 2024
Jeremy Brooks
Chief Accounting Officer
Williams-Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, CA 94109
Re:Williams-Sonoma, Inc.
Form 10-K for Fiscal Year Ended January 29, 2023
File No. 001-14077
Dear Jeremy Brooks:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

January 22, 2024

By EDGAR

Division of Corporation Finance
Office of Trade & Services
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Aamira Chaudhry and Abe Friedman

Re:    Williams-Sonoma, Inc.
Form 10-K for Fiscal Year Ended January 29, 2023
File No. 001-14077

Dear Ms. Chaudhry and Mr. Friedman,

Williams-Sonoma, Inc. (the “Company”) responds to your comment letter dated January 9, 2024.  For ease of reference, we have repeated your comment below followed by the Company’s response.

Form 10-K for Fiscal Year Ended January 29, 2023

Item 7. Management's Discussion and Analysis
Results of Operations, page 30

1.    Comment:  Please revise your disclosure to include discussion of how your operations are impacted by the differing sales channels on which your products are offered. In this regard, we note your disclosure on page 13 that your “e-commerce channel has been [y]our fastest-growing business over the last several years.” We also noted, you present retail store data which shows a decline in retail stores year over year with an overall increase to your net revenues. To the extent results and trends are not materially consistent across all sales channels, please quantify in dollars and/or percentage change the impact each sales channel had and is expected to have on your results of operations. Refer to Item 303 of Regulation S-K.

1

Response:  Williams-Sonoma, Inc. is an omni-channel retailer selling products through its portfolio of brands, including Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, Mark and Graham, and GreenRow.  We focus our efforts on meeting the demands of customers where they are, whether that be physically in a retail store, on their tablets at home, on their mobile phone while traveling, or on the phone with our customer care center.  Sometimes a customer who is physically in our store may purchase product through our e-commerce channel due to inventory availability or a made-to-order custom upholstery selection.  And conversely, a customer exploring our assortment online may travel to a store to view the product, seek our in-house design services, or pick-up an order they processed online.  Advances in technology, along with our omni-channel approach to the customer experience and inventory management, have “blurred the lines” between the traditional sales channels of brick-and-mortar retail stores and e-commerce platforms.

Given the increasingly indistinguishable delineation between sales channels, we disclose comparable brand revenues, which include both (i) e-commerce net sales and shipping fees, and (ii) comparable store net sales.  Because we run our business by brand, and do not separate our on-hand inventory or open-to-buy inventory purchases by sales channel, we are indifferent as to the channel of the customer purchase.  We plan our business to be in a position to fulfill the customer’s order in a manner that best suits the customer.  Therefore, the change in comparable brand revenue is how we internally measure the health of our business, and we believe it is the most useful and relevant metric an investor has in assessing our top-line performance.

When preparing our filings, we considered Item 303 of Regulation S-K and Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, which requires management to provide information that is material to assist in understanding the business, including the results of operations and trends.  We believe our discussion of the performance of our brands, along with details on certain category and product performance, provides the reader with the material drivers of our revenue growth or decline.

However, in future filings, to the extent that the change in e-commerce net sales or comparable store net sales is materially different, we will disclose our e-commerce sales in dollars and our e-commerce percentage change in sales versus the prior period within Management’s Discussion and Analysis of Financial Condition.  We will continue to disclose the e-commerce percentage of total revenues, which currently provides the reader an indication of the e-commerce channel’s contribution to comparable brand revenue.  We will continue to endeavor to provide meaningful disclosures that meet the objectives of Management’s Discussion and Analysis of Financial Condition, and will make disclosures of material trends, economic or industry-wide factors, opportunities, challenges and risks of which we become aware in our future filings.

2

If you have any questions about this filing or the Company’s response, please contact me at (917) 822-9257 or jbrooks10@wsgc.com.

Very truly yours,

/s/    JEREMY BROOKS

Jeremy Brooks

Chief Accounting Officer

cc: Jeffrey E. Howie, Chief Financial Officer

 David R. King, General Counsel

 Brett Cooper, Orrick, Herrington & Sutcliffe LLP

3

United States securities and exchange commission logo
January 9, 2024
Jeremy Brooks
Chief Accounting Officer
Williams-Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, CA 94109
Re:Williams-Sonoma, Inc.
Form 10-K for Fiscal Year Ended January 29, 2023
File No. 001-14077
Dear Jeremy Brooks:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended January 29, 2023
Item 7. Management's Discussion and Analysis
Results of Operations, page 30
1.Please revise your disclosure to include discussion of how your operations are impacted
by the differing sales channels on which your products are offered. In this regard, we note
your disclosure on page 13 that your “e-commerce channel has been [y]our fastest-
growing business over the last several years.”  We also noted, you present retail store data
which shows a decline in retail stores year over year with an overall increase to your net
revenues.  To the extent results and trends are not materially consistent across all sales
channels, please quantify in dollars and/or percentage change the impact each sales
channel had and is expected to have on your results of operations.  Refer to Item 303 of
Regulation S-K.

 FirstName LastNameJeremy  Brooks
 Comapany NameWilliams-Sonoma, Inc.
 January 9, 2024 Page 2
 FirstName LastName
Jeremy  Brooks
Williams-Sonoma, Inc.
January 9, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Aamira Chaudhry at 202-551-3389 or Abe Friedman at 202-551-8298
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

May 8, 2019
Julie Whalen
Chief Financial Officer
Williams Sonoma Inc
3250 Van Ness Avenue
San Francisco, CA 94109
Re:Williams Sonoma Inc
Form 8-K filed March 20, 2019
File No. 001-14077
Dear Ms. Whalen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
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CORRESP

 May 6, 2019

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of
Consumer Products

 100 F Street, NE

Washington, DC 20549

Attention:
 Tony Watson, Accountant
Donna Di Silvio, Accountant

Re:
 Williams-Sonoma, Inc.
Form 8-K filed March 20, 2019
File No. 001-14077

 Ladies and Gentlemen:

Williams-Sonoma, Inc. (the “Company”) is submitting this letter in response to the comment letter dated April 30, 2019
(the “Comment Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the Staff’s review of the Company’s Form 8-K filed March 20, 2019.

 For your convenience, the Staff’s comment has been
repeated below in its entirety, with the Company’s response set out immediately underneath it. The heading and numbered response in this response letter correspond to the heading and numbered comment contained in the Comment Letter.

Form 8-K filed March 20, 2019

 Non-GAAP Reconciliations, page 8

1.
 Please tell us your consideration of the guidance in the answer to Question 102.10 of the Non-GAAP
Financial Measures section of our Compliance Disclosure and Interpretations related to your presentation of full non-GAAP income statements.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it had not previously considered
the non-GAAP reconciliations on page 8 to be a full non-GAAP income statement, as the reconciliations do not include certain line items from the Company’s GAAP
income statement. However, the Company acknowledges the Staff’s comment and will revise its disclosure accordingly going forward to ensure that future non-GAAP reconciliations in the Company’s
earnings releases do not constitute a full non-GAAP income statement. Attached please find an example of how the Company intends to present future non-GAAP
reconciliations, using Q4 2018 numbers for illustrative purposes.

 Securities and Exchange Commission

Attn:
 Tony Watson, Accountant
Donna Di Silvio, Accountant

 May 6, 2019

  Page
 2

 Should the Staff have any additional comments or questions, please contact me at (415) 616-8524 or David King at (415) 616-8478. The Company respectfully requests that the Staff confirm that it has no additional requests or comments when the Staff’s review
is complete.

 Sincerely,

/s/ Julie Whalen

 Julie Whalen

 Executive Vice President,

Chief Financial Officer

cc:
 David King – Executive Vice President, General Counsel and Secretary

Brett Cooper – Orrick, Herrington & Sutcliffe LLP

 Attachment

 -2-

 Exhibit 1

 4th Quarter GAAP to Non-GAAP Reconciliation (unaudited)

 Fourteen Weeks
Ended February 3, 2019

 (Dollars in thousands, except per share data)

$

% of revenues

  Selling, general and administrative expenses

$
509,070

27.7%

 Outward-related1

(6,918
)

 Employment-related expense2

(2,543
)

 Tax legislation3

(269
)

 Impairment and early termination charges4

(5,995
)

 Non-GAAP selling, general and administrative expenses

$
493,345

26.9%

$

% of revenues

  Operating income

$
    200,853

10.9%

 Outward-related1

7,242

 Employment-related expense2

2,543

 Tax legislation3

269

 Impairment and early termination charges4

6,762

 Non-GAAP operating income

$
217,669

11.9%

$

Tax rate

  Income taxes

$
43,882

22.0%

 Outward-related1

846

 Employment-related expense2

584

 Tax legislation3

(254
)

 Impairment and early termination charges4

1,588

 Non-GAAP income taxes

$
46,646

21.6%

$

  Diluted EPS

$
 1.93

 Outward-related1

0.08

 Employment-related expense2

0.02

 Tax legislation3

0.01

 Impairment and early termination charges4

0.06

 Non-GAAP Diluted EPS*

$
 2.10

 * Per share amounts may not sum due to rounding to the nearest cent per diluted share

 Notes to Exhibit 1:

1      During Q4 18 we incurred approximately $7.2 million of expense, primarily associated with acquisition-related
compensation expense, amortization of intangible assets, as well as the operations of Outward, Inc, of which $6.9 million was recorded within selling, general and administrative expenses.

 2       During Q4 18 we
incurred approximately $2.5 million of employment-related expense primarily associated with a one-time special equity grant, which was recorded within selling, general and administrative expenses.

 3       During Q4 18, we
incurred approximately $0.3 million in expenses associated with tax legislation changes, which was recorded within selling, general and administrative expenses.

 4       During Q4 18, we
incurred approximately $6.8 million of expense, primarily associated with store impairment and early lease termination charges, of which $6.0 million was recorded within selling, general and administrative expenses.

April 30, 2019
Julie Whalen
Chief Financial Officer
Williams Sonoma Inc
3250 Van Ness Avenue
San Francisco, CA 94109
Re:Williams Sonoma Inc
Form 8-K filed March 20, 2019
File No. 001-14077
Dear Ms. Whalen:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K filed March 20, 2019
Non-GAAP Reconciliations, page 8
1.Please tell us your consideration of the guidance in the answer to Question 102.10 of the
Non-GAAP Financial Measures section of our Compliance Disclosure and Interpretations
related to your presentation of full non-GAAP income statements.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameJulie Whalen
 Comapany NameWilliams Sonoma Inc
 April 30, 2019 Page 2
 FirstName LastName
Julie Whalen
Williams Sonoma Inc
April 30, 2019
Page 2
            You may contact Tony Watson, Accountant, at (202) 551-3318 or Donna Di Silvio,
Accountant, at (202) 551-3202 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

July 15 , 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are res ponsible 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 rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch C hief

CORRESP
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CORRESP

 July 8, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Attention:

 William H Thompson, Accounting Branch Chief

Yolanda Guobadia, Staff Accountant

Re:

 Williams-Sonoma, Inc.

 Form 10-K
for the fiscal year ended February 1, 2015

 Filed April 2, 2015

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 11, 2015 (the “Comment Letter”). For your convenience, the Staff’s comments 1 through 7 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.

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
international 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.

 Securities and Exchange Commission

July 8, 2015

  Page
 2

 Response:

In response to the Staff’s comment, we advise the Staff that as disclosed on page 26 of our Form 10-K for the year ended February 1,
2015, our practice is to discuss factors affecting year-over-year changes within our MD&A in their order of magnitude in order to provide the reader with an understanding of the importance of each driver. In future filings, we will continue to
disclose the primary factors affecting our results of operations on a qualitative basis in the order of quantitative significance, and, as requested, will provide additional details around the material drivers of the changes in our net revenues,
cost of goods sold and selling, general and administrative expenses, including quantifying such factors where meaningful.

 An example
(using our Net Revenues disclosure on page 27 of our Form 10-K for the year ended February 1, 2015) of how our disclosure may be presented in future filings is as follows:

Net revenues in fiscal 2014 increased by $310,830,000, or 7.1%, compared to fiscal 2013, with comparable brand revenue growth of 7.1%. The
increase in net revenues was driven by a 12.1% increase in our e-commerce net revenues and a 2.4% increase in our retail net revenues. These revenue increases were primarily due to a higher mix of furniture sales which have higher average unit
prices, 16 net new stores, and a 9% increase in our foreign revenues. By Brand, our revenue growth was primarily driven by the West Elm and Pottery Barn brands.

2.
Please tell us what consideration you gave to describing any known trends or uncertainties that have had or that you reasonably expect will have a material favorable or unfavorable impact on net revenues or income
from 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.

Response:

 In response to
the Staff’s comment, we advise the Staff that in determining whether or not to disclose a known trend, we applied the guidance in SEC FRM 9220.11, including assessing the materiality of the trend on our overall financial statements, as well as
such factors as market conditions and the long or short term nature of such trends. Based on these factors, we respectfully advise the Staff that we did not identify known trends or uncertainties that we believed had occurred or were likely to occur
or that we believed would have a material favorable or unfavorable impact on our net revenues or income from continuing operations.

 Securities and Exchange Commission

July 8, 2015

  Page
 3

 We review our
historical and projected results for all of our key metrics on a continual basis, including comparable store sales, selling margins, occupancy costs and advertising efficiency. The retail business is inherently unpredictable and our management team
makes decisions impacting revenues and expenses on a daily basis based on sales and operational information. Due to this, the results of these metrics fluctuate during any one period and from period to period and are therefore difficult to predict
or to identify any known trends.

 We also respectfully point the Staff to the section titled “Competition and Seasonality” on
page 5 of our Form 10-K for the year ended February 1, 2015, in which we remind the reader of the seasonality of our business and the impact on revenues as well as employee and catalog costs.

We will continue to evaluate material trends on our business and will disclose any additional material known trends in future filings, as
applicable.

3.
We note your disclosure of “selling square 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
disclosing how these metrics correlate to your results of operations and discussing their limitations.

 Response:

 In response to the Staff’s comment, we advise the Staff that we have historically provided selling square footage and leased square
footage within our public filings in order to provide the reader with additional data points, including productivity metrics, on our retail business and occupancy costs. For example, we would expect an increase in our selling or leased square
footage to correspond to an increase in our net revenues and/or occupancy costs. However, this metric cannot be solely relied upon because changes in our selling and leased square footage may not be the key driver and/or may be only one of several
drivers of the changes in our business. Other key drivers of net revenues and occupancy costs include price changes, changes in our comparative store sales, rent increases, depreciation of our capital expenditures, etc. In future filings, where
selling and/or leased square footage changes are significant drivers of the changes in our results, we will disclose the correlation of such metrics.

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 have expiration dates.

 Securities and Exchange Commission

July 8, 2015

  Page
 4

 Response:

In response to the Staff’s comment, we advise the Staff that the amount of breakage recognized from unredeemed gift cards by the Company,
for each year presented is:

 Fiscal 2014

 Fiscal 2013

 Fiscal 2012

 $9,491,000

$8,421,000

$9,487,000

 This income, which we do not consider to be material to our consolidated financial statements, is recorded in
other income within selling, general and administrative expenses. Our gift cards do not have expiration dates and we will revise future filings to disclose this. For example, we will revise our disclosure as follows, with new language indicated by
underlined text.

 Customer Deposits

Customer deposits are primarily comprised of unredeemed gift cards and merchandise credits and deferred revenue related to undelivered
merchandise. We maintain a liability for unredeemed gift cards and merchandise credits until the earlier of redemption, escheatment or four years as we have concluded that the likelihood of our gift cards being redeemed beyond four years from the
date of issuance is remote. Income from unredeemed gift cards and merchandise credits, which is recorded in other income within selling, general and administrative expense is not material to our consolidated financial statements. Our gift cards
and merchandise credits have no 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.

Response:

 In response to
the Staff’s comment, we advise the Staff that the terms of our franchise agreements generally include product sales (cost plus a mark-up), as well as royalty fees dependent on the market. No initial fees have been received from the franchisees.

 Revenues for merchandise sales are recognized upon the transfer of merchandise title from the Company to the franchisee when all other
criteria for revenue recognition set forth in ASC 605 has been met. Royalty revenues are recognized based on a percentage of the franchisees actual sales.

 Securities and Exchange Commission

July 8, 2015

  Page
 5

 We advise the Staff
that total foreign revenues, which include product sales and any applicable royalty fees from our franchise operations, are less than 5% of our total net revenues and are not material to our consolidated financial statements for each of the three
years presented. We respectfully direct the Staff to the disclosure set forth in Note 1 to the table presented in Note L of our Form 10-K for the year ending February 1, 2015, “Segment Reporting”, which states that our total fiscal
2014, 2013 and 2012 foreign net revenues include approximately $235.8 million (or 5.0% of total net revenues), $215.5 million (or 4.9% of total net revenues), and $166.6 million (or 4.1% of total net revenues) related to our foreign operations.

Foreign Currency Translation, page 45

6.
Please disclose the changes in the accumulated balance of foreign currency translation adjustments. Please refer to ASC 220-10-45-14A.

Response:

 In response to
the Staff’s comment, although we do not believe these amounts are material, we will disclose the accumulated balance of foreign currency translation adjustments within our future filings. Had we disclosed this information within the notes to
our Form 10-K for the fiscal year ended February 1, 2015, it would have been presented as follows:

 Securities and Exchange Commission

July 8, 2015

  Page
 6

 In thousands

Foreign Currency
Translation

Cash Flow Hedges

Accumulated Other
Comprehensive
Income

 Balance at January 29, 2012

$
12,590

$
—

$
12,590

 Foreign currency translation adjustments, net of tax

1,043

—

1,043

 Balance at February 3, 2013

$
13,633

$
—

$
13,633

 Foreign currency translation adjustments, net of tax

(7,850
)

—

(7,850
)

 Change in fair value of derivative financial instruments, net of tax

—

870

870

 Reclassification adjustment for realized gains on derivative financial instruments, net of tax 1

—

(129
)

(129
)

 Other comprehensive income (loss), net

(7,850
)

741

(7,109
)

 Balance at February 2, 2014

$
5,783

$
741

$
6,524

 Foreign currency translation adjustments, net of tax

(9,305
)

—

(9,305
)

 Change in fair value of derivative financial instruments, net of tax

—

806

806

 Reclassification adjustment for realized gains on derivative financial instruments, net of tax 1

—

(573
)

(573
)

 Other comprehensive income (loss), net

(9,305
)

233

(9,072
)

 Balance at February 1, 2015

$
(3,522
)

$
974

$
(2,548
)

1
Refer to Note M to the Consolidated Financial Statements for additional disclosures about reclassifications out of accumulated other comprehensive income and
their corresponding effects on the respective line items in the Consolidated Statements of Earnings.

 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 providing the
disclosure required by ASC 280-10-50-41.

 Response:

In response to the Staff’s comment, we respectfully advise the Staff that we have considered the guidance in ASC 280-10-50-41 which
requires that revenues and long-lived assets attributed to an individual foreign country be disclosed separately, if material. We advise the Staff that neither revenues nor long-lived assets attributed to an individual

 Securities and Exchange Commission

July 8, 2015

  Page
 7

foreign country is material to our consolidated financial statements. We respectfully direct the Staff’s attention to the disclosure set forth in Note 1 to the table presented in Note L of
our Form 10-K for the year ending February 1, 2015, “Segment Reporting”, which states that our total net revenues for fiscal 2014 include approximately $235.8 million (or 5.0% of total net revenues) and our total assets as of
February 1, 2015, include approximately $58.3 million (or 2.5% of total assets), related to our foreign operations. There are several separate foreign jurisdictions included within these figures, none of which is individually material to our
consolidated financial statements. Accordingly, we do not believe that separate disclosure within our consolidated financial statements is required.

*        *        *

 Securities and Exchange Commission

July 8, 2015

  Page
 8

 The Company advises
the Staff that it is aware of and acknowledges the following:

•

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

•

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.

Should the Staff have any additional comments or questions, please contact me at (415) 616–8524. The Company respectfully requests
that the Staff confirm that it has no additional requests or comments when the Staff’s review is complete.

Sincerely,

Julie P. Whalen

Executive Vice President, Chief Financial Officer

cc:
Laura Alber – President and Chief Executive Officer

 Adrian T. Dillon – Chairman,
Audit and Finance Committee

 David R. King – Senior Vice President, General Counsel and Secretary

Adam Scott – Deloitte & Touche LLP

Aaron J. Alter – Wilson Sonsini Goodrich & Rosati

CORRESP
1
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CORRESP

 VIA EDGAR

June 16, 2015

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: Yolanda Guobadia

Re:
Williams-Sonoma, Inc.

 Form 10-K for the fiscal year ended February 1, 2015

Filed April 2, 2015

 File
No. 001-14077

 Dear Ms. Guobadia:

 As we discussed on
June 15, 2015, Williams-Sonoma, Inc. has requested an extension until July 9, 2015 to respond to the comments set forth in the Staff’s letter dated June 11, 2015 in connection with the above filing.

If you have any questions regarding this extension request, please contact me at (415) 616-8687.

Very truly yours,

/s/ Kristin Miller

Kristin Miller

Sr. Vice President, Corporate Controller

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

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561                February 12, 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 completed our review of your  Form 10-K for the fiscal year ended
February 1, 2009 and have no further comments at this time.

Sincerely,    H. Christopher Owings  Assistant Director

CORRESP
1
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Correspondence Letter

 February 4, 2010

 VIA EDGAR AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Attention:

H. Christopher Owings, Assistant Director, Mail Stop 3561

Brigitte Lippman, Special Counsel

Re:
Williams-Sonoma, Inc.

 Form 10-K for Fiscal Year Ended February 1, 2009

 Filed April 2, 2009

 File No. 1-14077

 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 January 28, 2010 (the “Comment Letter”). For your convenience, the Staff’s comment 1 has been
repeated below, and the heading and numbered response in this response letter correspond to the heading and numbered comment contained in the Comment Letter.

 Item 15. Exhibits and Financial Statement Schedules, page 74

1.
It appears that schedules and exhibits related to Exhibit 10.1, the Fourth Amended and Restated Credit Agreement, dated October 4, 2006, have not been filed on
EDGAR. Please refile this agreement in your next periodic report, including all related schedules and exhibits.

 Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it will refile the Fourth Amended and Restated Credit Agreement, dated October 4, 2006, including all related schedules and
exhibits, with its Form 10-K for the fiscal year ended January 31, 2010.

 * * *

 The Company advises the Staff that it is aware of and acknowledges the following:

•

 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 federal securities laws of
the United States.

 Securities and Exchange Commission

 Attn: H. Christopher Owings, Assistant Director

 February 4, 2010

  Page
 2

 Please acknowledge receipt of this letter by stamping the enclosed duplicate of this
letter and returning it in the envelope provided.

 Should the Staff have any additional comments or questions, please contact
me at (415) 616-8775. The Company respectfully requests that the Staff confirm that it has no additional requests or comments when the Staff’s review is complete.

Sincerely,

 /s/ Sharon L. McCollam

Sharon L. McCollam

Executive Vice President,

Chief Operating and Chief Financial Officer

cc:
Seth R. Jaffe – Senior Vice President, General Counsel and Secretary

 Aaron J. Alter – Wilson Sonsini Goodrich & Rosati

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

Mail Stop 3561                  August 29, 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   File No.  001-14077
Dear Mr. Lester:

We have completed our review of your Form 10-K for the fiscal year ended
February 3, 2008 and have no further comments at this time.

Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
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Securities and Exchange Commission Letters

 August 22, 2008

 VIA EDGAR AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

 100 F Street, NE

 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

Form 10-Q for the Quarter Ended May 4, 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 August 21, 2008 (the “Comment Letter”). For your convenience, the Staff’s comment 1 has been repeated below, and the heading and numbered response in this
response letter corresponds to the heading and numbered comment contained in the Comment Letter.

 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 32

1.
We note your response to prior comment one from our letter dated July 3, 2008. However, we re-issue the comment to the extent it requested that you re-file via EDGAR your
response letter dated June 3, 2008 to include the analysis presented in your confidential treatment request because such request does not include any confidential information.

 Response: In response to the Staff’s comment, attached as Exhibit A is the Company’s confidential treatment request dated June 20,
2008.

 *        *        *

 The Company advises the Staff that it is aware of and acknowledges the following:

•

 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

•

 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.

 Please acknowledge receipt of this letter and the enclosed materials by stamping the enclosed duplicate of this
letter and returning it in the envelope provided.

 Should the Staff have any additional comments or questions, please contact me at
(415) 616–8775. The Company respectfully requests that the Staff confirm that it has no additional requests or comments when the Staff’s review is complete.

Sincerely,

/s/ Sharon L. McCollam

Sharon L. McCollam

 Executive Vice President,

 Chief Operating and Chief
Financial Officer

cc:
W. Howard Lester – Chief Executive Officer

Adrian T. Dillon – Chairman, Audit and Finance Committee

Seth R. Jaffe – Senior Vice President, General Counsel and Secretary

Adam Scott – Deloitte & Touche LLP

Aaron J. Alter – Wilson Sonsini Goodrich & Rosati

 Exhibit A

 CONFIDENTIAL TREATMENT REQUESTED BY

 WILLLIAMS-SONOMA, INC. IN CONNECTION

 WITH FORM 10-K AND DEFINITIVE

 PROXY STATEMENT ON
SCHEDULE 14A

 (FILE NO. 001-14077)

 June 20, 2008

 VIA OVERNIGHT DELIVERY

 *FOIA Confidential

 Treatment Request*

 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:

 On behalf of Williams-Sonoma, Inc. (the “Company”), this letter is submitted to the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in connection with correspondence received from the Staff dated June 6, 2008 (the “Comment Letter”) in connection with the Company’s annual report on Form 10-K for the fiscal year ended
February 3, 2008 filed April 3, 2008 and Definitive Proxy Statement on Schedule 14A filed May 9, 2008 (the “Proxy”).

 In Comment 7 of the Comment Letter, the Commission requested that the Company disclose the Company Objective (as defined in the Proxy) used for determining annual incentive awards for fiscal 2007. The Staff requested that, to the extent the
Company believes disclosure of the Company Objective is not required because it could result in competitive harm, the Company provide the Staff a detailed explanation for this conclusion. As noted in the Company’s response to the Comment Letter
of even date herewith (the “Response Letter”), the Company did not disclose the Company Objective because it is competitively sensitive. This letter sets forth the Company’s explanation for its conclusion that disclosure of the
Company Objective would result in competitive harm to the Company and the Company’s legal basis for excluding such information.

 Securities and Exchange Commission

 June 20, 2008

 Page 2

 Analysis

 Competitive Harm Analysis

 The Company respectfully advises the Staff that the Company believes that disclosure of the Company Objective is not required because disclosure of such information would result in the Company suffering competitive
harm as it would provide the Company’s competitors with unfair insight regarding the Company’s strategic plans and ambitions. Accordingly, the Company believes that disclosure of the Company Objective may be omitted under Instruction 4 to
Item 402(b) of Regulation S-K, pursuant to the same standard that would apply under Rule 24b-2 (“Rule 24b-2”) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).

 Statutory Basis

 Rule 24b-2 provides that the Commission may grant confidential treatment thereunder if it determines that such treatment is justified under the Freedom of Information Act, 5 U.S.C. § 552. The Commission may grant confidential
treatment if it determines that disclosure is not required to protect investors and that disclosure would adversely affect the Company’s business. Rule 24b-2 refers to subsection (b)(4) of 5 U.S.C. § 552
(“Exemption 4”), which exempts from the broad public disclosure requirements of the Freedom of Information Act those “trade secrets and commercial or financial information obtained from a person and privileged or
confidential.” This exemption is intended to protect both the interests of commercial entities that submit proprietary information to the government and the interests of the government in receiving continued access to such data.

 Applicability of Exemption 4

 For Exemption 4 to apply, a tripartite test must be satisfied: (1) the information for which an exemption is sought must be a trade secret or such information must be commercial or financial in character; (2) such information
must be obtained from a person, which includes a corporation; and (3) such information must be privileged or confidential. Nadler v. Federal Deposit Ins. Corp., 92 F.3d 93, 95 (2d Cir. 1996); GC Micro Corp. v. Defense
Logistics Agency, 33 F.3d 1109, 1112 (9th Cir. 1994).

 Because the Company is a corporation that is disclosing certain information to
the Commission, the second requirement of the above-noted test has been satisfied. Moreover, as discussed in more detail below, the Company Objective constitutes commercial or financial information that is privileged or confidential within the
meaning of Exemption 4, and consequently the first and third requirements of the test are also satisfied. Therefore, we believe that the Company Objective meets this test.

 Securities and Exchange Commission

 June 20, 2008

 Page 3

 Privileged or Confidential Commercial or Financial Information

 For purposes of Exemption 4, “commercial or
financial information” has been construed by courts in accordance with its plain meaning and broadly encompasses information relating to commerce or compiled in pursuit of profit. See Public Citizen Health Group v. Food and Drug
Admin., 704 F.2d 1280, 1290 (D.C. Cir. 1983); American Airlines, Inc. v. National Mediation Board, 588 F.2d 863, 870 (2d Cir. 1978). Accordingly, items generally regarded as commercial or financial information include business sales
statistics, technical designs, research data, overhead and operating costs, information on financial condition, and prices. See Landfair v. United States Dept. of the Army, 645 F. Supp. 325, 327 (D.D.C. 1986). Likewise, in
Critical Mass Energy Project v. Nuclear Regulatory Comm’n, 644 F. Supp. 344, 346 (D.D.C. 1986), vacated on other grounds, 830 F.2d 278, 281 (D.C. Cir. 1987), the court held that “information is commercial if it relates to
commerce, or it has been compiled in pursuit of profit.” As such, target criteria relating to performance incentives, such as the Company Objective, fall within the plain meaning of the term “commercial and financial information.”

 To be exempt from disclosure, such commercial or financial information must be
privileged or confidential. See Frazee v. United States Forest Serv., 97 F.3d 367, 370 (9th Cir. 1996). In the context of a filing with
the Commission, where a registrant is required to disclose certain information to the Commission, such information is confidential within the meaning of Exemption 4 “if disclosure . . . is likely to have either of the following effects:
(1) to impair the government’s ability to obtain necessary information in the future; or (2) to cause substantial harm to the competitive position of the person from whom the information was obtained.” Bartholdi Cable
Co. v. Federal Communications Comm’n, 114 F.3d 274, 281 (D.C. Cir. 1997) (quoting National Parks and Conservation Ass’n v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974)); see also Frazee, 97 F.3d at 371;
Nadler, 92 F.3d at 96.

 Under the second prong of the above test for confidentiality, “a party need not show actual competitive
harm” but must only “present specific evidence revealing (1) actual competition; and (2) a likelihood of substantial competitive injury” to demonstrate that commercial or financial information is confidential. Frazee,
97 F.3d at 371 (internal quotation marks omitted). A registrant’s right to an exemption “depends upon the competitive significance of whatever information may be contained in the documents,” and therefore, the Commission’s role
is “to determine whether any non-public information contained in those documents is competitively sensitive, for whatever reasons.” Occidental Petroleum Corp. v. Securities and Exchange Comm’n, 873 F.2d 325, 341
(D.C. Cir. 1989) (emphasis in original). As such, we respectfully submit that the Company may rely on such prong to exempt the Company Objective from disclosure, as disclosure of such information would likely cause substantial harm to the
competitive position of the Company.

 Analysis of the Company’s Commercial or Financial Information

 The Company Objective is confidential, has not been disclosed to the public and is not known to competitors. Disclosure of the Company’s numerical
goal relating to earnings per share for compensation purposes would reveal the Company’s internal goals, ambitions and assessment of how it will fare in the marketplace, as well as the likelihood that the Company will be able to reach such
goals and pay meaningful annual incentive awards to its executive officers and employees.

 Securities and Exchange Commission

 June 20, 2008

 Page 4

 Disclosure
of the Company Objective could therefore cause substantial economic harm to the Company’s competitive position and the interests of its shareholders by allowing competitors to draw meaningful conclusions about a number of sensitive areas. For
example, knowledge of the Company Objective could allow competitors to draw conclusions about the likelihood of the Company reaching certain financial and business milestones. These conclusions would allow competitors to strategize in a manner
potentially harmful to the Company. Knowledge of the Company Objective could also allow competitors to extrapolate how aggressively the Company seeks growth and, consequently, to focus on how it can best be prevented from achieving its goals.

 In addition, from the Company Objective, competitors could derive a better understanding of the compensation structure of the Company and
the likelihood that the Company will be able to pay annual incentive awards to its executive officers and employees. Such knowledge would enable the Company’s competitors to attract the Company’s key personnel away from the Company. The
Company’s competitors could also use the knowledge to structure their compensation and bonus programs in such a way as to more effectively compete against the Company for talent in the workforce going forward. Certain of the Company’s key
competitors are private companies, and their incentive compensation structures are not made publicly available. Thus, their possession of the Company’s specific numerical goals tied to compensation could result in an unfair advantage to the
Company’s competitors over the Company and disadvantage the Company’s efforts to effectively provide incentives and retain its key talent, and the competitive harm to the Company and its shareholders could be significant.

 Finally, disclosure of the Company Objective is not necessary for the protection of the Company’s shareholders. The Company has disclosed that the
objective was based on profitability and was reasonably attainable based upon historic and expected levels of profitability. The Company believes that these disclosures provide the Company’s shareholders with information adequate to assess the
bonus compensation that has been offered to and earned by the named executive officers and the Company’s policies related thereto.

 * *
*

 Securities and Exchange Commission

 June 20, 2008

 Page 5

 Please
acknowledge receipt of this letter and the enclosed materials by stamping the enclosed duplicate of this letter and returning it in the envelope provided.

 Should the Staff have any additional comments or questions, please contact me at (415) 616-8775. Thank you for your assistance.

Sincerely,

/s/ Sharon L. McCollam

Sharon L. McCollam

 Executive Vice President,

 Chief Operating and Chief
Financial Officer

cc:
W. Howard Lester – Chief Executive Officer

Adrian T. Dillon – Chairman, Audit and Finance Committee

Seth R. Jaffe – Senior Vice President, General Counsel and Secretary

Adam Scott – Deloitte & Touche LLP

Aaron J. Alter – Wilson Sonsini Goodrich & Rosati

Mail Stop 3561                  August 21, 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
July 24, 2008 and have the following comment .  If you disagree with this comment, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 32
1. We note your response to prior comment one  from our letter dated July 3, 2008.
However, we re-issue the comment to the extent it requested that you re-file via
EDGAR your response letter dated June 3, 2008 to include the analysis presented
in your confidential treatment request b ecause such request does not include any
confidential information.

*****

W. Howard Lester
Williams-Sonoma, Inc.
August 21, 2008 Page 2    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

CORRESP
1
filename1.htm

Correspondence

 July 24, 2008

 VIA EDGAR AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

 100 F Street, NE

 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

 Form 10-Q for the Quarter Ended May 4, 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 July 3, 2008 (the “Comment Letter”). For your convenience, the Staff’s comments 1 through 3 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.

 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 32

1.
We note your response to prior comment seven from our letter dated June 3, 2008. In addition, we have reviewed your separate request for confidential treatment with respect
to your analysis as to why 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 request 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.

 Securities and Exchange Commission

 July 24, 2008

  Page
 2

It is unclear from the analysis you provided how the disclosure of a target for a completed fiscal year that is not published until after the
company’s results have 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 addresses 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.

 Response:

 The Company Objective in fiscal 2007 was to achieve annual earnings of $1.50 per share. As noted in the Company’s Definitive Proxy Statement on
Schedule 14A filed on May 9, 2008 (the “Proxy”), no amount was payable under the 2001 Incentive Bonus Plan for fiscal 2007 unless the Compensation Committee first certified that the Company Objective had been achieved. Once the
Company Objective was achieved, the maximum amount payable became available for payment to executive officers, including named executive officers, as fully deductible compensation. However, as disclosed in the Proxy, the Compensation Committee was
permitted to, and ultimately did, apply negative discretion in determining the actual amount to be paid to each named executive officer.

 The Company continues to believe that disclosure of specific performance targets could lead to competitive harm. Nonetheless, in light of public comments by the Staff regarding the interpretation of Item 402(b)(2)(v), the Company
confirms that in its applicable future filings it will disclose the applicable specific internal targets for the preceding fiscal year.

 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 that you have recently communicated to the market, we have the following comments:

•

 We note that despite the current challenging economic environment, your inventory continued to increase during 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 total assets at both year end and the recent quarter end. Based on information that you have recently communicated to the market, we understand that
approximately 41% of your inventory increase on a year-over-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

 Securities and Exchange Commission

 July 24, 2008

  Page
 3

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, excluding new and remodeled stores. Please tell us how you considered disclosing this
or similar information within your Form 10-Q. In this regard, we believe that this information provides valuable insight and context into the numbers seen in your financial statements, and that this information greatly increases an investor’s
understanding of how management views the company.

 Response:

 The Company advises the Staff that, although the Company has not typically provided balance sheet variance explanations within the Company’s
Quarterly Reports on Form 10-Q, to the extent any such explanations would be material to an investor’s understanding of the Company’s business, the Company will include such disclosures in the Company’s future filings.

 Comment:

•

 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, particularly if your brands are exhibiting 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:

•

 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.

 Response:

 The Company advises the Staff that because the Company operates its business out of two distinct channels, retail and direct-to-customer, the Company does
not operate with fully allocated income statements at the brand level. Instead, the Company maintains fully allocated income statements only at the channel level, which provide the most accurate financial analysis of the Company’s performance.
For example, all of the Company’s distribution warehouse costs, call center costs, supply chain operations, third-party services costs and other administrative costs, primarily in the Company’s corporate systems, corporate facilities and
other administrative departments, are allocated at the channel level, but are not allocated at the brand level. Further, even if the Company was able to allocate such costs to the individual brands, an allocation would not provide an accurate
depiction of each brand’s true financial performance due to the brands being

 Securities and Exchange Commission

 July 24, 2008

  Page
 4

inter-dependent on each other for economies of scale. As such, material financial decisions related to the brands are made at the channel level. For
instance, the occupancy costs of each of the Company’s stores have been reduced when more than one brand is located within the same mall, and the Company’s catalog costs (including printing, paper and mailing) are significantly reduced due
to the large volumes produced in the aggregate for all of the Company’s brands. As a result, providing the Staff or the Company’s investors with financial information on gross margins or operating contribution margins at the brand level,
or discussing any cost of goods sold or selling, general and administrative expense variances at the brand level, would not present an accurate reflection of each brand’s actual results. However in future filings, in an effort to provide
further insight for the reader as to why the Company’s operating segments are aggregated at the channel level for reporting purposes (in addition to the Company’s existing disclosure that management believes that the overall economics of
each of the Company’s major concepts within each reportable segment will be similar over time), the Company will include additional disclosures regarding the various inter-dependencies that each of the Company’s brands have on one another
and the fact that the Company only maintains fully allocated income statements at the channel level. In addition, the Company will continue to evaluate its disclosures within the “Management’s Discussion and Analysis of Financial Condition
and Results of Operation” section of the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q to ensure that, where it is applicable to do so, the Company is providing relevant information about future trends at the
brand level that may affect the Company’s channels and brands below the net revenues line.

 Comment:

•

 If the margins for these brands are diverging or otherwise exhibiting different behavior, please explain to us in more detail how you determined that you did not
need to provide insight into each of your core brands when analyzing your results of operations below revenues.

 Response:

 The Company advises the Staff, that for the same reasons mentioned above, the Company does not believe that
providing the Staff or the Company’s investors with financial information on gross margins or operating contribution margins at the brand level, or discussing any cost of goods sold or selling, general and administrative expense variances at
the brand level, would be an accurate reflection of each brand’s actual results. However in future filings, in an effort to provide further insight for the reader as to why the Company’s operating segments are aggregated at the channel
level for reporting purposes (in addition to the Company’s existing disclosure that management believes that the overall economics of each of the Company’s major concepts within each reportable segment will be similar over time), the
Company will include additional disclosures regarding the various inter-dependencies that each of the Company’s brands have on one another and the fact that the Company only maintains fully allocated income statements at the channel level. In
addition, the Company will continue to evaluate its disclosures within the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” section of the Company’s Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q to ensure that, where it is applicable to do so, the Company is providing

 Securities and Exchange Commission

 July 24, 2008

  Page
 5

relevant information about future trends at the brand level that may affect the Company’s channels and brands below the net revenues line.

Comment:

•

 Regardless of any changes in margins 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 your results can be analyzed, and 3) to provide your investors with insight into the potential variability of your
results, so that 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.

 Response:

 The Company respectfully advises the Staff that the information provided to the market in other communications, such as the Company’s press releases or conference call scripts, is substantially the same
information that is disclosed in the Company’s Annual Reports on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. Based on the Staff’s comments, the Company has cross-referenced the information provided to the market in the
Company’s other communications, such as the Company’s press releases and conference call scripts, with the language included in the Company’s Annual Reports on Form 10-K and the Company’s Quarterly Reports on Form 10-Q for the
same respective time frame and concluded that all material statements included within the press releases and conference call scripts were in fact included within the Company’s MD&A section of the respective filings. The sections omitted
pertain primarily to any non-GAAP financial discussions, balance sheet variances, financial guidance, operational outlook matters and certain forward-looking statements.

 The Company supplementally advises the Staff that, while its conference calls appear to provide information at the brand level, primarily only top-line revenue information is provided. As discussed in more detail
above, specific financial data is not provided at the gross margin or operating contribution level for each individual brand in our conference calls or press releases as the Company does not fully allocate its income statements at the brand level,
and, therefore, such financial data is not readily available.

 Securities and Exchange Commission

 July 24, 2008

  Page
 6

 The Company further advises the Staff that its conference calls are organized by brand primarily to
facilitate the ability of the Company’s brand leaders to speak directly to the Company’s investors and to provide high level merchandising information that is not financial in nature. Based on this the Company continues to believe that it
provides its investors with a view of the Company as seen through the eyes of management. However, the Company will continue to evaluate its disclosures within the “Management’s Discussion and Analysis of Financial Condition and Results of
Operation” section of the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q to ensure that, where it is applicable to do so, the Company is providing relevant information about future trends at the brand level that
may affect the Company’s channels and brands below the net revenues line.

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 disclose to your readers that you have listed these factors in their order of magnitude. Additionally, please continue to consider separately
quantifying the impact of each of these factors, as we believe this quantification provides better insight into your results.

 Response:

 The Company advises the Staff that it will disclose in its future pub

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

CORRESP
1
filename1.htm

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.

 Securities and Exchange Commission

 June 20, 2008

  Page
 2

 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

 Securities and Exchange Commission

 June 20, 2008

  Page
 3

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

 Securities and Exchange Commission

 June 20, 2008

  Page
 4

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

 Securities and Exchange Commission

 June 20, 2008

  Page
 5

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.

 Securities and Exchange Commission

 June 20, 2008

  Page
 6

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

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

Mail Stop 3561
        October 2, 2006
Mr. Howard Lester
Chief Executive Officer
c/o Mr. Seth Jaffe
General Counsel
Williams-Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, CA  94109

Re: Williams-Sonoma, Inc.
  Form 10-K for the Fiscal Year Ended January 29, 2006
  Filed April 7, 2006
  Form 8-K
Filed July 11, 2006
Response letter dated September 14, 2006
  File No. 1-14077

Dear Mr. Lester:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

William Choi
Branch Chief

CORRESP
1
filename1.htm

SEC Letter

 September 14, 2006

VIA EDGAR AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

 Judiciary Plaza

 100 F Street, N.W.

 Washington, DC 20549

 Attention: William Choi, Branch Chief, Mail Stop 3561

Re:
Williams-Sonoma, Inc.

 Form 10-K for the fiscal
year ended January 29, 2006

 Filed April 7, 2006

 Form 8-K

 Filed July 11,
2006

 File No. 001-14077

 Dear Mr. Choi:

 Williams-Sonoma, Inc. (“WSI” or the “Company”) is submitting this
letter in response to the Securities and Exchange Commission’s (the “Commission”) comment letter dated August 30, 2006 (the “Comment Letter”). For your convenience, we have repeated the Staff’s comments 1 through 4
below, and the headings and numbered responses in this response letter correspond to the headings and numbered comments contained in the Comment Letter.

 FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 29, 2006

 Note A: Summary of Significant Accounting Policies, page 42

 General

1.
In future filings, please disclose the total amount charged to advertising expense for each period presented. Please refer to paragraph 49(c) of SOP 93-7. Please also disclose
the amount of cooperative advertising allowances netted against gross advertising expense charged to selling and administrative expenses.

 Securities and Exchange Commission

 Attention: William Choi, Branch Chief, Mail Stop 3561

 September 14, 2006

 Response:

 We advise the Staff that
the Company will provide the following revised disclosure of the total amount charged to advertising expense in Note A: Summary of Significant Accounting Policies in the Notes to our Financial Statements in its future filings:

 “Total advertising expenses (including catalog advertising, e-commerce advertising, and all other advertising costs) were approximately $XX, $XX
and $XX in fiscal 2006, fiscal 2005 and fiscal 2004, respectively.”

 In addition, we supplementally advise the Staff that the
amount of cooperative advertising allowances netted against gross advertising expenses have been less than 0.25% of total advertising expenses and therefore, since it is not material, we have not considered separate disclosure to be necessary or
useful to investors. Should these cooperative advertising allowances become material, we will disclose such amounts in future filings.

 Deferred Rent and Lease Incentives, page 44

2.
We note your disclosure in Note E at page 52 that the rental payment requirements in your store leases are typically structured as either minimum rent, minimum rent plus
additional rent based on a percentage of store sales if a specified store sales threshold is exceeded, or rent based on a percentage of store sales if a specified store sales threshold or contractual obligations of the landlord have not been met.
Please expand your disclosure in future filings to describe your accounting treatment of any contingent rental amounts included in these lease agreements. Specifically, your disclosure should explain whether you include an estimate of contingent
rent when calculating your deferred rent liability as well as the factors that you consider when determining whether or not to include it.

 Response:

 We advise the Staff that in accordance with Statement of Financial Accounting Standards
(“SFAS”) 29, Determining Contingent Rentals, An Amendment of FASB Statement No. 13, the Company does not include rental payments based on a percentage of sales (contingent rental payments) in our calculation of deferred rent
because the rental payments cannot be predicted with certainty at the onset of

 2

 Securities and Exchange Commission

 Attention: William Choi, Branch Chief, Mail Stop 3561

 September 14, 2006

 the lease term. Contingent rental payments are recorded as incurred each period when the sales threshold is probable.

 SFAS 29 (paragraph 10) states: “contingent rentals as defined by paragraph 5(n) of FASB Statement No. 13 shall be excluded from minimum lease
payments.” SFAS 29 (paragraph 11) states: “lease payments that depend on a factor directly related to the future use of the leased property, such as machine hours of use or sales volume during the lease term, are contingent rentals and,
accordingly, are excluded from minimum lease payments in their entirety.”

 We advise the Staff that the Company will provide the
following additional disclosure to clarify its treatment of contingent rentals in Note E: Leases in the Notes to our Financial Statements in its future filings:

 “Contingent rental payments, including rental payments that are based on a percentage of sales, cannot be predicted with certainty at the onset of the lease term. Accordingly, any contingent rental payments
are recorded as incurred each period when the sales threshold is probable and are excluded from our calculation of deferred rent liability.”

 Revenue Recognition, page 45

3.
We note your disclosure that you recognize direct-to-customer revenues when the merchandise is delivered to the customer. Please tell us how you determine when this occurs. Also,
please tell us whether your sales terms are consistent across all subsidiaries and all sales agreements and whether shipping terms are primarily FOB shipping point or destination.

 Response:

 We advise the Staff that
the Company, as disclosed in Note A: Summary of Significant Accounting Policies in the Notes to our Financial Statements, recognizes revenue and the related cost of goods sold (including shipping costs) at the time the products are received by
customers in accordance with the provisions of Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements” as amended by SAB No. 104, “Revenue Recognition.” Revenue is recognized
for retail sales (excluding home-delivered merchandise) at the point of sale in the store and for home-delivered merchandise and direct-to-customer sales when the merchandise is delivered to the customer.

 3

 Securities and Exchange Commission

 Attention: William Choi, Branch Chief, Mail Stop 3561

 September 14, 2006

 In addition, we advise the Staff that in order to determine when the merchandise has been delivered to our customers, we obtain proof of delivery from
our freight vendors. This proof of delivery, which is based on tracking numbers or order numbers that are assigned to each shipment and is sent to us electronically by our freight vendors on a weekly basis, includes the actual day the merchandise
was delivered to the customer.

 Further, we advise the Staff that our sales terms are consistent across all of our brands. Though we have
no formal shipping terms with the customer that specify when title to the product transfers to the customer, we consider our shipping terms to be FOB destination, consistent with our policy of recognizing revenue upon delivery of the merchandise to
the customer.

 Form 8-K filed July 11, 2006

4.
We note that during the second quarter of fiscal year 2006, you changed the estimate of the elapsed time for recording income associated with unredeemed gift certificates and
gift cards to four years from your prior estimate of seven years. Please address the following:

•
Explain to us why an actuarial study was chosen rather than an analysis of your historical gift certificate and gift card redemptions to estimate your breakage.

•
Tell us if you analyzed your historical gift certificate and gift card redemptions, and if so, tell us if your conclusion regarding the remoteness of redemptions would have been
different had they been predicted upon historical redemption activity. If you did not complete an analysis of your historical redemptions, tell us why not.

•
Describe to us in detail how your prior breakage policy was established and tell us why the results of the actuarial study supported the change in the estimate of the elapsed
time to four years from your prior estimate of seven years.

•
Provide us with a copy of the independent actuarial study.

 4

 Securities and Exchange Commission

 Attention: William Choi, Branch Chief, Mail Stop 3561

 September 14, 2006

 Response:

 We advise the Staff that
the actuarial study was based on our historical gift certificate and gift card redemption data. We chose an actuarial study in order to obtain an expert third party analysis of our historical redemption patterns and to help support our change in
estimate.

 In addition, we advise the Staff that the Company completed its own analysis of its historical redemption patterns based upon
historical gift certificate and gift card redemption data, and the results of its analysis were consistent with the findings of the third party actuarial study.

 Further, we advise the Staff that the Company used a consistent methodology to establish both our prior and current policies and, in accordance with GAAP, both our prior and current policies are based on when the
likelihood of future redemption becomes remote. We did, however, change our estimate of elapsed time until redemption becomes remote from 7 years to 4 years. Our prior estimate of 7 years, which was established in the first quarter of fiscal 2004,
was also based on an analysis utilizing a sample of our historical gift certificate redemption data, however, system limitations prevented us from obtaining the detailed information required in order to develop sophisticated monthly redemption
patterns. In order to determine when future redemption was remote, we performed an analysis of our gift certificate redemption data by reviewing current redemption activity and manually determining when those gift certificates were originally
issued. Based on this prior analysis, the Company had concluded that gift certificates redeemed after 7 years were remote. As a result, we established a policy with an estimated elapsed time until redemption becomes remote of 7 years with an
expectation that this policy would be revalidated in the future. Since gift cards had been issued from the third quarter of fiscal 2003, we now had enough historical gift card redemption data to include in our analysis, which prompted us to
revalidate our original estimate. In February 2006, we investigated our systematic capability to obtain the necessary data to perform an analysis of our gift certificate and gift card redemption patterns. The system development required to obtain
the necessary gift certificate and gift card redemption data was not completed until the second quarter of fiscal 2006, at which time our actuary began and completed their analysis. Concurrent with this actuarial analysis, now that we had these
improved capabilities to summarize the data, we performed our own analysis and determined that the likelihood of redemption actually becomes remote after 4 years have elapsed. The actuarial results were consistent with these findings. Therefore, we
adjusted our estimate from 7 years to 4 years.

 We respectfully advise the Staff that the Company has not supplementally provided a copy
of the independent actuarial study. Since we have informed the Staff that the actuarial study was based on our historical gift certificate and gift

 5

 Securities and Exchange Commission

 Attention: William Choi, Branch Chief, Mail Stop 3561

 September 14, 2006

 card redemption data and was only used to support our own analysis and conclusion,
we believe that the Staff may no longer find the details of this report valuable. Further, this actuarial report contains detailed confidential and competitively sensitive information, such as our monthly redemption activity and graphical depictions
of our gift certificate sales by month, which we are concerned about being made publicly available. However, should the Staff still want to view a copy of this actuarial report, we would request confidential treatment prior to submitting this
report.

 In addition, we supplementally advise the staff that as a result of this Comment, we have modified our disclosure to clarify that
the independent actuarial study was based on our historical redemption data (in Note B: Accounting Policies on page 5 in our Second Quarter 2006 Form 10-Q filed with the SEC on September 8, 2006) as follows:

 During the second quarter of fiscal 2006, we completed an analysis of our historical gift certificate and gift card redemption patterns, which
included an independent actuarial study based on our historical redemption data. As a result of this analysis, we concluded that the likelihood of our gift certificates and gift cards being redeemed beyond four years from the date of issuance
is remote. As a result, we have changed our estimate of the elapsed time for recording income associated with unredeemed gift certificates and gift cards to four years from our prior estimate of seven years. This change in estimate resulted in the
recording of income in selling, general and administrative expense of approximately $12,400,000.

 We advise the Staff that the Company is aware of and acknowledges the following:

•
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

•
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.

 6

 Securities and Exchange Commission

 Attention: William Choi, Branch Chief, Mail Stop 3561

 September 14, 2006

 Should the Staff have any additional comments or questions, please contact me at (415) 616–8775. We respectfully request that the Staff confirm that it has no
additional requests or comments.

 Sincerely,

Sharon L. McCollam

Executive Vice President,

Chief Operating and Chief Financial Officer

cc:
W. Howard Lester – Chief Executive Officer

Adrian T. Dillon – Chairman, Audit and Finance Committee

Adam Scott – Deloitte & Touche LLP

Aaron J. Alter – Wilson Sonsini Goodrich & Rosati

Scott Ruggiero – Securities and Exchange Commission

Regina Balderas – Securities and Exchange Commission

 7

Mail Stop 3561
        August 30, 2006
Mr. Howard Lester
Chief Executive Officer
c/o Mr. Seth Jaffe
General Counsel
Williams-Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, CA  94109

Re: Williams-Sonoma, Inc.
  Form 10-K for the Fiscal Year Ended January 29, 2006
  Filed April 7, 2006
  Form 8-K
Filed July 11, 2006
  File No. 1-14077

Dear Mr. Lester:

We have reviewed your filings and have the following comments.  We have
limited our review to your fi nancial statements and relate d disclosures and do not intend
to expand our review to other portions of  your document.  Please provide a written
response to our comments.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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 requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Howard Lester
Williams-Sonoma, Inc.
August 30, 2006 Page 2
Form 10-K for the Fiscal Year Ended January 29, 2006

Note A: Summary of Significan t Accounting Policies, page 42

General

1. In future filings, please disclose the to tal amount charged to advertising expense
for each period presented.  Please refer to paragraph 49(c) of SOP 93-7.  Please also disclose the amount of cooperative advertising allowanc es netted against
gross advertising expense charged to selling and ad ministrative expenses.

Deferred Rent and Lease Incentives, page 44

2. We note your disclosure in Note E at  page 52 that the rental payment
requirements in your store leases are typica lly structured as either minimum rent,
minimum rent plus additional rent base d on a percentage of store sales if a
specified store sales threshold is exceede d, or rent based on a percentage of store
sales if a specified store sales threshold or  contractual obligations of the landlord
have not been met.  Please expand your di sclosure in future filings to describe
your accounting treatment of any contingent rental amounts included in these lease agreements.  Specifically, your di sclosure should explain whether you
include an estimate of contingent rent wh en calculating your deferred rent liability
as well as the factors that  you consider when determining whether or not to
include it.

Revenue Recognition, page 45

3. We note your disclosure that you recognize direct-to-customer revenues when the
merchandise is delivered to the customer .  Please tell us how you determine when
this occurs.  Also, please tell us whethe r your sales terms are consistent across all
subsidiaries and all sales agreements and whether shipping terms are primarily
FOB shipping point or destination.

Form 8-K, filed July 11, 2006

4. We note that during the second quarter of fiscal year 2006, you changed the
estimate of the elapsed time for record ing income associated with unredeemed
gift certificates and gift cards to four  years from your prior estimate of seven
years.  Please address the following:

• Explain to us why  an actuarial study was chosen rather than an analysis of
your historical gift certificate and gift card redemptions to estimate your
breakage.

Mr. Howard Lester
Williams-Sonoma, Inc.
August 30, 2006 Page 3
• Tell us if you analyzed your historic al gift certificate and gift card
redemptions, and if so, tell us if your conclusion regarding the remoteness of
redemptions would have been differe nt had they been predicated upon
historical redemption activity.  If you did not complete an analysis of your
historical redemptions, tell us why not.

• Describe to us in detail how your prior breakage policy was established and
tell us why the results of the actuar ial study supported th e change in the
estimate of the elapsed time to four y ears from your prior estimate of seven
years.

• Provide us with a copy of th e independent actuarial study.

* * * * *

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, 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

‚ 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.

Mr. Howard Lester
Williams-Sonoma, Inc.
August 30, 2006 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Regina Ba lderas at (202) 551-3722 or  Scott Ruggiero at (202)
551-3331 if you have questions regarding comm ents on the financial statements and
related matters.  Please contact me at  (202) 551-3716 with any other questions.

Sincerely,

William Choi
Branch Chief