<PAGE>   1
          As filed with the Securities and Exchange Commission on March 30, 2001
                                                       Registration No. ___-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------


                              WILLIAMS-SONOMA, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                   CALIFORNIA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   94-2203880
                      (I.R.S. Employer Identification No.)

              3250 VAN NESS AVENUE, SAN FRANCISCO, CALIFORNIA 94109
               (Address of Principal Executive Offices) (Zip Code)

                  WILLIAMS-SONOMA, INC. 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

Sharon McCollam                              Copy to:
Senior Vice President and                    Richard Wirthlin, Esq.
Chief Financial Officer                      Irell & Manella LLP
Williams-Sonoma, Inc.                        1800 Avenue of the Stars, Suite 900
3250 Van Ness Avenue                         Los Angeles, California 90067
San Francisco, California 94109              (310) 277-1010
(415) 421-7900
(Name, Address and Telephone Number
of Agent For Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================

             Title of                                      Proposed                 Proposed
            Securities                   Amount             Maximum                  Maximum
               To Be                     To Be          Offering Price              Aggregate                  Amount of
            Registered                 Registered        Per Share (1)         Offering Price (1)        Registration Fee(1)
               <S>                           <C>            <C>                      <C>                           <C>
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value           2,500,000            $27.20                 $68,000,000                  $17,000

====================================================================================================================================
</TABLE>
(1) The offering price is to be computed pursuant to Rule 457(h) and Rule
457(c). As such, the offering price is the average of the high and the low price
as of March 26, 2001.


<PAGE>   2



                                EXPLANATORY NOTE

     This registration statement on Form S-8 (this "Registration Statement")
registers 2,500,000 shares of common stock, $.01 par value per share ("Common
Stock"), of Williams-Sonoma, Inc. ("Registrant") which may be acquired upon the
exercise of stock options granted to certain employees and directors of the
Company.



<PAGE>   3



                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION.*

*INFORMATION REQUIRED BY PART I OF FORM S-8. The document(s) setting forth the
information specified in Part I of this Form S-8 will be sent or given to
participants in the Williams-Sonoma, Inc. 2001 Stock Option Plan as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this Form S-8
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act and are on file at Registrant's principal executive offices and
available without charge, upon written or oral request to Nancy J. Himmelfarb,
Vice President, Assistant General Counsel and Secretary, 3250 Van Ness Avenue,
San Francisco, California 94109. Telephone requests may be directed to Nancy J.
Himmelfarb at (415) 616-7900.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement. In addition, all documents
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents:

        (a)  Registrant's Annual Report on Form 10-K for the year ended January
             30, 2000;

        (b)  Registrant's Quarterly Report on Form 10-Q for the quarters ended
             April 30, 2000, July 30, 2000 and October 29, 2000;

        (c)  All other reports filed by Registrant pursuant to Section 13(a) or
             15(d) of the Exchange Act since the end of the fiscal year covered
             by the annual report referred to in (a) above; and

        (d)  The descriptions of Registrant's Common Stock which are contained
             in Registrant's registration statements filed under Section 12 of
             the Exchange Act, including any amendments or reports filed for the
             purpose of updating such descriptions.

        Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

<PAGE>   4


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 309(c) of the California General Corporations Code (the "CCL")
permits a provision in the articles of incorporation eliminating or limiting,
with certain exceptions, the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director. On June 20, 1995, Article V of the Registrant's Articles of
Incorporation was amended to eliminate the liability of the directors of
Registrant for monetary damages to the fullest extent permissible under
California law.

        Section 317 of the CCL permits a corporation to indemnify directors,
officers and other "agents" (as defined in Section 317(a) of the CCL) under
certain circumstances. Section 5.5 of Registrant's Restated Bylaws ("Bylaws")
requires Registrant to indemnify its directors, officers and other "agents"
under certain circumstances, to the fullest extent permitted by California law,
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, or penalties and amounts to be paid in settlement) reasonably incurred or
suffered by such persons in connection with any action, suit or proceeding
arising by reason of their positions as directors, officers or other "agents."
Pursuant to California law and the Bylaws, Registrant is required to pay to
directors, officers and other "agents" all expenses incurred in defending such
proceedings, in advance of the final disposition, subject to an undertaking by
such persons to repay all amounts so advanced if it shall ultimately be
determined that they are not entitled to indemnification.

        Section 317(i) of the CCL also provides that a corporation shall have
the power to purchase and maintain insurance on behalf of any "agent" of the
corporation against any liabilities asserted against or incurred by the "agent"
in such capacity. Registrant maintains a director's and officer's liability
insurance policy insuring Registrant's directors and officers against certain
liabilities and expenses incurred by them in their capacities as such, and
insuring Registrant under certain circumstances in the event that
indemnification payments are made by Registrant to such directors and officers.

        Section 204(a)(11) of the CCL provides for the indemnification, subject
to certain limitations, of directors, officers and "agents" for breach of their
duty to a corporation and its shareholders in excess of that expressly permitted
by Section 317 of the CCL. On December 6, 1988, Registrant's Restated Articles
of Incorporation were amended implementing Section 204(a)(11) of the CCL.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

        4      Williams-Sonoma, Inc. 2001 Stock Option Plan

        5      Opinion of Irell & Manella LLP

        23.1   Independent Auditors' Consent

        23.2   Consent of Irell & Manella LLP (included in opinion filed as
               Exhibit 5)

        24     Powers of Attorney (included on signature page)


<PAGE>   5

ITEM 9. UNDERTAKINGS.

a.      The undersigned Registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

              (i)   To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in this Registration
                    Statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Securities and
                    Exchange Commission (the "Commission") pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than a 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement;

              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the information required to be included in a post-effective amendment
        by those paragraphs is contained in periodic reports filed with or
        furnished to the Commission by Registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        this Registration Statement.

        (2)  That, for the purpose of determining any liability under the
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective amendment
             any of the securities being registered which remain unsold at the
             termination of the offering.

b.      The undersigned Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act, each filing of
        Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
        the Exchange Act (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to Section 15(d) of the Exchange
        Act) that is incorporated by reference in this Registration Statement
        shall be deemed to be a new registration statement relating to the
        securities offered therein, and the offering of such securities at that
        time shall be deemed to be the initial bona fide offering thereof.

c.      Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of
        Registrant pursuant to the foregoing provisions or otherwise, Registrant
        has been advised that in the opinion of the Commission, such
        indemnification is against public policy as expressed in the Securities
        Act and is, therefore, unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the payment by
        Registrant of expenses incurred or paid by a director, officer or
        controlling person of Registrant in the successful defense of any
        action, suit or proceeding) is asserted by such director, officer or
        controlling person in connection with the securities being registered,
        Registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent, submit to a court of appropriate
        jurisdiction the question of whether such indemnification by it is
        against public policy as expressed in the Securities Act and will be
        governed by the final adjudication of such issue.

<PAGE>   6



                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-8 and has duly
caused this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on March 30, 2001.

                                             WILLIAMS-SONOMA, INC.



                                             By: /s/ Sharon McCollam
                                                 -------------------
                                                 Sharon McCollam
                                                 Senior Vice President and
                                                 Chief Financial Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Sharon McCollam, his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including, without limitation, post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature                               Title                                       Date
---------                               -----                                       ----
 <S>                                       <C>                                      <C>

/s/ W. Howard Lester                    Director and Chairman of the Board and      March 28, 2001
---------------------                   Chief Executive Officer (principal
W. Howard Lester                        executive officer)

/s/ Sharon McCollam                     Senior Vice President and Chief Financial   March 28, 2001
---------------------                   Officer (principal financial officer and
Sharon McCollam                         principal accounting officer)

/s/ Nathan Bessin                       Director                                    March 28, 2001
---------------------
Nathan Bessin

/s/ James A. McMahan                    Director                                    March 28, 2001
---------------------
James A. McMahan

/s/ John E. Martin                      Director                                    March 28, 2001
---------------------
John E. Martin

/s/ Edward Mueller                      Director                                    March 28, 2001
---------------------
Edward Mueller

/s/ Heather Reisman                     Director                                    March 28, 2001
---------------------------
Heather Reisman

/s/ Dick Robertson                      Director                                    March 28, 2001
---------------------------
Dick Robertson

</TABLE>
<PAGE>   7



                                  EXHIBIT INDEX

4       Williams-Sonoma, Inc. 2001 Stock Option Plan

5       Opinion of Irell & Manella LLP

23.1    Independent Auditors' Consent

23.2    Consent of Irell & Manella LLP (included in opinion filed as Exhibit 5)

24      Powers of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "f71192s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18986}]
{"company-data": {"conformed-name": "WILLIAMS SONOMA INC", "cik": "0000719955", "assigned-sic": "5700", "irs-number": "942203880", "state-of-incorporation": "CA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58026", "film-number": "1588052"}, "business-address": {"street1": "100 N POINT ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94133", "phone": "4156168345"}, "mail-address": {"street1": "100 NORTH POINT STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94133"}}
1
          As filed with the Securities and Exchange Commission on March 30, 2001
                                                       Registration No. ___-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                              WILLIAMS-SONOMA, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                   CALIFORNIA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   94-2203880
                      (I.R.S. Employer Identification No.)

              3250 VAN NESS AVENUE, SAN FRANCISCO, CALIFORNIA 94109
               (Address of Principal Executive Offices) (Zip Code)

                  WILLIAMS-SONOMA, INC. 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

Sharon McCollam                              Copy to:
Senior Vice President and                    Richard Wirthlin, Esq.
Chief Financial Officer                      Irell & Manella LLP
Williams-Sonoma, Inc.                        1800 Avenue of the Stars, Suite 900
3250 Van Ness Avenue                         Los Angeles, California 90067
San Francisco, California 94109              (310) 277-1010
(415) 421-7900
(Name, Address and Telephone Number
of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================

             Title of                                      Proposed                 Proposed
            Securities                   Amount             Maximum                  Maximum
               To Be                     To Be          Offering Price              Aggregate                  Amount of
            Registered                 Registered        Per Share (1)         Offering Price (1)        Registration Fee(1)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value           2,500,000            $27.20                 $68,000,000                  $17,000

====================================================================================================================================
(1) The offering price is to be computed pursuant to Rule 457(h) and Rule
457(c). As such, the offering price is the average of the high and the low price
as of March 26, 2001.
2

                                EXPLANATORY NOTE

     This registration statement on Form S-8 (this "Registration Statement")
registers 2,500,000 shares of common stock, $.01 par value per share ("Common
Stock"), of Williams-Sonoma, Inc. ("Registrant") which may be acquired upon the
exercise of stock options granted to certain employees and directors of the
Company.
3

                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION.*

*INFORMATION REQUIRED BY PART I OF FORM S-8. The document(s) setting forth the
information specified in Part I of this Form S-8 will be sent or given to
participants in the Williams-Sonoma, Inc. 2001 Stock Option Plan as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this Form S-8
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act and are on file at Registrant's principal executive offices and
available without charge, upon written or oral request to Nancy J. Himmelfarb,
Vice President, Assistant General Counsel and Secretary, 3250 Van Ness Avenue,
San Francisco, California 94109. Telephone requests may be directed to Nancy J.
Himmelfarb at (415) 616-7900.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement. In addition, all documents
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents:

        (a)  Registrant's Annual Report on Form 10-K for the year ended January
             30, 2000;

        (b)  Registrant's Quarterly Report on Form 10-Q for the quarters ended
             April 30, 2000, July 30, 2000 and October 29, 2000;

        (c)  All other reports filed by Registrant pursuant to Section 13(a) or
             15(d) of the Exchange Act since the end of the fiscal year covered
             by the annual report referred to in (a) above; and

        (d)  The descriptions of Registrant's Common Stock which are contained
             in Registrant's registration statements filed under Section 12 of
             the Exchange Act, including any amendments or reports filed for the
             purpose of updating such descriptions.

        Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.
4

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 309(c) of the California General Corporations Code (the "CCL")
permits a provision in the articles of incorporation eliminating or limiting,
with certain exceptions, the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director. On June 20, 1995, Article V of the Registrant's Articles of
Incorporation was amended to eliminate the liability of the directors of
Registrant for monetary damages to the fullest extent permissible under
California law.

        Section 317 of the CCL permits a corporation to indemnify directors,
officers and other "agents" (as defined in Section 317(a) of the CCL) under
certain circumstances. Section 5.5 of Registrant's Restated Bylaws ("Bylaws")
requires Registrant to indemnify its directors, officers and other "agents"
under certain circumstances, to the fullest extent permitted by California law,
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, or penalties and amounts to be paid in settlement) reasonably incurred or
suffered by such persons in connection with any action, suit or proceeding
arising by reason of their positions as directors, officers or other "agents."
Pursuant to California law and the Bylaws, Registrant is required to pay to
directors, officers and other "agents" all expenses incurred in defending such
proceedings, in advance of the final disposition, subject to an undertaking by
such persons to repay all amounts so advanced if it shall ultimately be
determined that they are not entitled to indemnification.

        Section 317(i) of the CCL also provides that a corporation shall have
the power to purchase and maintain insurance on behalf of any "agent" of the
corporation against any liabilities asserted against or incurred by the "agent"
in such capacity. Registrant maintains a director's and officer's liability
insurance policy insuring Registrant's directors and officers against certain
liabilities and expenses incurred by them in their capacities as such, and
insuring Registrant under certain circumstances in the event that
indemnification payments are made by Registrant to such directors and officers.

        Section 204(a)(11) of the CCL provides for the indemnification, subject
to certain limitations, of directors, officers and "agents" for breach of their
duty to a corporation and its shareholders in excess of that expressly permitted
by Section 317 of the CCL. On December 6, 1988, Registrant's Restated Articles
of Incorporation were amended implementing Section 204(a)(11) of the CCL.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

        4      Williams-Sonoma, Inc. 2001 Stock Option Plan

        5      Opinion of Irell & Manella LLP

        23.1   Independent Auditors' Consent

        23.2   Consent of Irell & Manella LLP (included in opinion filed as
               Exhibit 5)

        24     Powers of Attorney (included on signature page)
5

ITEM 9. UNDERTAKINGS.

a.      The undersigned Registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

              (i)   To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in this Registration
                    Statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Securities and
                    Exchange Commission (the "Commission") pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than a 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement;

              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the information required to be included in a post-effective amendment
        by those paragraphs is contained in periodic reports filed with or
        furnished to the Commission by Registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        this Registration Statement.

        (2)  That, for the purpose of determining any liability under the
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective amendment
             any of the securities being registered which remain unsold at the
             termination of the offering.

b.      The undersigned Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act, each filing of
        Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
        the Exchange Act (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to Section 15(d) of the Exchange
        Act) that is incorporated by reference in this Registration Statement
        shall be deemed to be a new registration statement relating to the
        securities offered therein, and the offering of such securities at that
        time shall be deemed to be the initial bona fide offering thereof.

c.      Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of
        Registrant pursuant to the foregoing provisions or otherwise, Registrant
        has been advised that in the opinion of the Commission, such
        indemnification is against public policy as expressed in the Securities
        Act and is, therefore, unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the payment by
        Registrant of expenses incurred or paid by a director, officer or
        controlling person of Registrant in the successful defense of any
        action, suit or proceeding) is asserted by such director, officer or
        controlling person in connection with the securities being registered,
        Registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent, submit to a court of appropriate
        jurisdiction the question of whether such indemnification by it is
        against public policy as expressed in the Securities Act and will be
        governed by the final adjudication of such issue.
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-8 and has duly
caused this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on March 30, 2001.

                                             WILLIAMS-SONOMA, INC.

                                             By: /s/ Sharon McCollam
                                                 -------------------
                                                 Sharon McCollam
                                                 Senior Vice President and
                                                 Chief Financial Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Sharon McCollam, his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including, without limitation, post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                               Title                                       Date
---------                               -----                                       ----
/s/ W. Howard Lester                    Director and Chairman of the Board and      March 28, 2001
---------------------                   Chief Executive Officer (principal
W. Howard Lester                        executive officer)

/s/ Sharon McCollam                     Senior Vice President and Chief Financial   March 28, 2001
---------------------                   Officer (principal financial officer and
Sharon McCollam                         principal accounting officer)

/s/ Nathan Bessin                       Director                                    March 28, 2001
---------------------
Nathan Bessin

/s/ James A. McMahan                    Director                                    March 28, 2001
---------------------
James A. McMahan

/s/ John E. Martin                      Director                                    March 28, 2001
---------------------
John E. Martin

/s/ Edward Mueller                      Director                                    March 28, 2001
---------------------
Edward Mueller

/s/ Heather Reisman                     Director                                    March 28, 2001
---------------------------
Heather Reisman

/s/ Dick Robertson                      Director                                    March 28, 2001
---------------------------
Dick Robertson
7

                                  EXHIBIT INDEX

4       Williams-Sonoma, Inc. 2001 Stock Option Plan

5       Opinion of Irell & Manella LLP

23.1    Independent Auditors' Consent

23.2    Consent of Irell & Manella LLP (included in opinion filed as Exhibit 5)

24      Powers of Attorney (included on signature page)