
<PAGE>   1
     As filed with the Securities and Exchange Commission on June 30, 1995
                                      Registration No. 33-______________________

                       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 issuer as specified in its charter)

           CALIFORNIA                                           94-2203880
  (State or other jurisdiction                               (I.R.S. employer
of incorporation or organization)                         identification number)

              3250 Van Ness Avenue, San Francisco, California 94109
               (Address of Principal Executive Office) (Zip Code)

                     Williams-Sonoma Executive Deferral Plan
                   Williams-Sonoma Deferred Compensation Plan
                            (Full title of the Plans)

         RUSSELL SOLT                                           Copy to:
 Senior Vice President, Chief                             RONALD M. LOEB, ESQ.
Financial Officer and Secretary                              Irell & Manella
     Williams-Sonoma, Inc.                              1800 Avenue of the Stars
     3250 Van Ness Avenue                                       Suite 900
San Francisco, California 94109                            Los Angeles, CA 90067
        (415) 421-7900                                        (310) 277-1010
(Name, address including zip code 
 and telephone number, including 
 area code, of registrants' agent
 for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
                                                                     Proposed          Proposed
                                                Amount to be         Maximum           Maximum
                 Title of                        Registered      Offering Price        Aggregate          Amount of
      Securities to be Registered (1)               (1)           Per Share (2)     Offering Price (2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>            <C>                <C>             
  Executive Deferral Obligations                 $5,000,000            100%           $5,000,000         $1724.00
- -----------------------------------------------------------------------------------------------------------------------
  Deferred Compensation Obligations              $2,500,000            100%           $2,500,000         $ 862.00
=======================================================================================================================
</TABLE>

(1)      The Executive Deferral Obligations and the Deferred Compensation
         Obligations are unsecured obligations of Williams-Sonoma, Inc. to pay
         deferred compensation in the future in accordance with the terms of the
         Williams-Sonoma Executive Deferral Plan and the Williams-Sonoma
         Deferred Compensation Plan, respectively.

(2)      Pursuant to Rule 457(h), estimated solely for the purpose of
         calculating the registration fee.


<PAGE>   2




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees 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
registration statement 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. Capitalized terms used but not defined
herein shall have the same meanings given them in the Williams-Sonoma, Inc. (the
"Company") Executive Deferral Plan (the "Executive Deferral Plan") and the
Williams-Sonoma, Inc. Deferred Compensation Plan (the "Deferred Compensation
Plan," and together with the Executive Deferral Plan, the "Plans").

                                     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 on Form S-8.

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1995;

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1995;

         (c) The Company's definitive Proxy Statement dated April 18, 1995, with
respect to its Annual Meeting of Stockholders held on May 24, 1995; and

         (d) The description of the Company's Common Stock contained in
Registrant's Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission (the "Commission") on July 25, 1984, including any amendment
or report filed for the purpose of updating such description ("Form 8-A").

             In addition, all documents subsequently filed by the Company
pursuant to Section 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 thereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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
which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such 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.


<PAGE>   3



ITEM 4.  DESCRIPTION OF SECURITIES.

         (a)      Obligations under the Executive Deferral Plan

         Under the Executive Deferral Plan, the Company will provide a select
group of management and highly compensated employees (the "Eligible Employees")
the opportunity to enter into agreements for the deferral of a specified
percentage of their cash compensation. The obligations of the Company under such
agreements (the "Obligations") will be unsecured general obligations of the
Company to pay the deferred compensation in the future in accordance with the
terms of the Executive Deferral Plan and will rank pari passu with other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding. In addition, the Company will purchase a life insurance policy for
each Eligible Employee who elects to participate in the Plan ("Participant") and
will pay the annual premium on such policy.

         To participate in the Executive Deferral Plan, the Eligible Employee
must complete an application for life insurance, comply with various medical
underwriting requirements of the insurance company and elect to defer all or a
portion of his or her compensation. The amount of compensation to be deferred by
each Participant will be determined in accordance with the Executive Deferral
Plan based on elections by the Participant. Participants may elect to defer any
percentage of salary up to 50% and/or any percentage or dollar amount of bonus
up to 100%, with a minimum deferral of 5% of salary.

         The Obligations will be indexed to one or more mutual funds or
contracts, the type of which will be individually chosen by each Participant
from a list of types of investment media (currently five selections). Each
Participant's deferred compensation account will be adjusted to reflect the
investment experience of the selected mutual funds or contracts, including any
appreciation or depreciation. The Company is not required to actually invest the
deferred compensation in the types of funds specified by Participants.

         The Obligations will be distributed by the Company in accordance with
the terms of the Executive Deferral Plan and upon a payment eligibility date
selected by the Participant. Distributions shall be made either in installments
or lump-sum payments depending on the timing of the payment eligibility date in
relation to the following circumstances: length of service with the Company,
termination of employment, and death or disability of the Participant. In the
event that the Participant elects early distribution of his deferred
compensation account, such early distribution shall bear a 10% penalty. The
Company may accelerate the date of distribution due to certain specified
"Unforeseeable Emergencies" and in accordance with uniform rules.

         A Participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered. If any Participant attempts to alienate, sell, transfer,
pledge or encumber any distribution or payment from the Executive Deferral Plan,
the Company may cancel such distribution or payment, or any part thereof.

         A committee shall be appointed by the Board of Directors of the Company
and shall be charged with the general administration of the Executive Deferral
Plan and the Obligations. The Obligations are not convertible into another
security of the Company. The Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the Company.
No trustee has been appointed having the authority to take action with respect
to the Obligations and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.

         (b)      Obligations under the Deferred Compensation Plan

         Under the Deferred Compensation Plan, the Company will provide a select
group of management and highly compensated employees at the director level and
above, excluding those employees eligible for the Executive Deferral Plan (the
"Deferred Compensation Employees"), the opportunity to enter into agreements for
the deferral of a specified percentage of their cash compensation. The
obligations of the Company under such agreements (the "Deferred Compensation
Obligations") will be unsecured general obligations of the Company to pay the
deferred compensation in the future in accordance with the terms of the Deferred
Compensation Plan and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.



<PAGE>   4

         To participate in the Deferred Compensation Plan in a particular year,
the Deferred Compensation Employee must enroll in the Deferred Compensation Plan
and select the percentage of deferral before the beginning of that calendar
year. The amount of compensation to be deferred by each participating employee
("Deferred Compensation Participant") will be determined in accordance with the
Deferred Compensation Plan based on elections by the employee. Deferred
Compensation Participants may elect to defer up to 6% of salary under the
Deferred Compensation Plan.

         The Deferred Compensation Obligations will be indexed to one or more
mutual funds or contracts, the type of which will be individually chosen by each
Deferred Compensation Participant from a list of types of investment media
(currently three selections). Each Deferred Compensation Participant's deferred
compensation account will be adjusted to reflect the investment experience of
the selected mutual funds or contracts, including any appreciation or
depreciation. Gains or losses are posted to the Deferred Compensation
Participant's account at the end of every quarter. The Company is not required
to actually invest the deferred compensation in the types of funds specified by
the Deferred Compensation Participants.

         The Deferred Compensation Obligations will be distributed by the
Company in accordance with the terms of the Deferred Compensation Plan and upon
the following circumstances: upon termination of employment, death or long term
disability or in the event of financial hardship involving the payment of major
medical expenses or prevention of eviction or foreclosure of a mortgage.

         A Participant's right or the right of any other person to the Deferred
Compensation Obligations cannot be assigned, alienated, sold, garnished,
transferred, pledged, or encumbered.

         A committee shall be appointed by the Board of Directors of the Company
and shall be charged with the general administration of the Deferred
Compensation Plan and the Deferred Compensation Obligations. The Deferred
Compensation Obligations are not convertible into another security of the
Company. The Deferred Compensation Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of the
Company. No trustee has been appointed having the authority to take action with
respect to the Deferred Compensation Obligations and each employee participant
will be responsible for acting independently with respect to, among other
things, the giving of notices, responding to any requests for consents, waivers
or amendments pertaining to the Deferred Compensation Obligations, enforcing
covenants and taking action upon a default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 317 of the California General Corporation Law and Section 7.06
of the Company's bylaws ("Bylaws") provide for the indemnification of directors,
officers and "agents" (as defined in Section 317 of the California General
Corporation Law) under certain circumstances. The Bylaws grant the Company the
power to indemnify its directors, officers and "agents" under certain
circumstances to the extent permitted by California law against certain
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of their
positions as directors, officers or "agents." Pursuant to California law and the
Company's Bylaws, the Company is required to indemnify directors, officers and
"agents" against expenses actually and reasonably incurred to the extent that
such party is successful on the merits in defense of certain proceedings.

         Section 204(a)(11) of the California General Corporation Law 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 California General
Corporation Law. On December 6, 1988, the Company's Articles of Incorporation
were amended implementing Section 204(a)(11) of the California General
Corporation Law.

         Section 317 of the California General Corporation Law 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. The Company maintains a director's
and officer's liability insurance policy insuring the Company's directors and
officers against certain liabilities and expenses incurred by 



<PAGE>   5

them in their capacities as such, and insuring the Company under certain
circumstances in the event that indemnification payments are made by the Company
to such directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

           4.1       Williams-Sonoma, Inc. Executive Deferral Plan

           4.2       Williams-Sonoma, Inc. Deferred Compensation Plan

           5.1       Opinion of Irell & Manella as to the legality of the 
                     Obligations and the Deferred Compensation Obligations

          24.1       Consent of Deloitte & Touche, LLP

          24.2       Consent of Irell & Manella (included in Exhibit 5.1)

          25         Power of Attorney (included on pages 7 and 8 of this 
                     Registration Statement)

ITEM 9.  UNDERTAKINGS.

         (a)     Rule 415 Offering.  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 of 1933;

                          (ii)    to reflect in the prospectus any facts or
                                  events arising after the effective date of the
                                  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 the registration statement;

                          (iii)   to include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the registration
                                  statement or any material change to such
                                  information in the 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 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 of 1933, 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)     Filings incorporating subsequent Exchange Act documents by
                 reference. The undersigned Registrant hereby undertakes
                 that, for purposes of determining any liability under the
                 Securities Act of 1933, each filing of the Registrant's annual
                 report pursuant to Section 13(a) or 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 



<PAGE>   6

                 herein, and the offering of such securities at that time shall 
                 be deemed to be the initial bona fide offering thereof.

         (c)     Request for acceleration of effectiveness or filing of
                 registration statement on Form S-8. Insofar as indemnification
                 for liabilities arising under the Securities Act of 1933 may be
                 permitted to directors, officers and controlling persons of the
                 Registrant pursuant to the foregoing provisions or otherwise,
                 the Registrant has been advised that in the opinion of the
                 Securities and Exchange Commission, such indemnification is
                 against public policy as expressed in the Act and is,
                 therefore, unenforceable. In the event that a claim for
                 indemnification against such liabilities (other than the
                 payment by the Registrant of expenses incurred or paid by a
                 director, officer or controlling person of the 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, the 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 Act and will be governed by the final adjudication of such
                 issue.






<PAGE>   7




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on the 30th
day of June, 1995.

                              WILLIAMS-SONOMA, INC.

                              By: \s\ Russell Solt                             
                                 ----------------------------------------------
                                 Russell Solt
                                 Senior Vice President, Chief Financial Officer
                                 and Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints W. Howard Lester, Patrick J.
Connolly and Russell Solt, or any of them, his attorneys-in-fact and agents,
each with full power of substitution for him and in his name, place and stead,
in any and all capacities, to sign any or all 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
each of said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that any of said attorneys-in-fact and agents, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

         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                 Chairman of the Board and Chief         June 30, 1995
- ---------------------                 Executive Officer (principal
 W. Howard Lester                     executive officer)          
                                                                  
                                     
 /s/ Russell Solt                     Senior Vice President, Chief            June 30, 1995
- ---------------------                 Financial Officer and Secretary    
 Russell Solt                         (principal financial and accounting
                                      officer)                           
                                                                         
                                     
 /s/ Patrick J. Connolly              Director and Senior Vice President      June 30, 1995
- ---------------------
 Patrick J. Connolly


 /s/ Gary G. Friedman                 Director and Executive Vice             June 30, 1995
- ---------------------                 President
 Gary G. Friedman                     


 /s/ Charles E. Williams              Vice Chairman and Director              June 30, 1995
- ---------------------
 Charles E. Williams
</TABLE>



<PAGE>   8

<TABLE>
<S>                                   <C>                                     <C>
 /s/ Millard S. Drexler               Director                                June 30, 1995
- ---------------------
 Millard S. Drexler


 /s/ F. Warren Hellman                Director                                June 30, 1995
- ---------------------
 F. Warren Hellman


 /s/ James A. McMahan                 Director                                June 30, 1995
- ---------------------
 James A. McMahan

 /s/ John E. Martin                   Director                                June 30, 1995
- ---------------------
 John E. Martin

</TABLE>

<PAGE>   9



                                              EXHIBIT INDEX
<TABLE>
<CAPTION>
 Exhibit             Description
 -------             -----------
<S>                  <C>
 4.1                 Williams-Sonoma, Inc. Executive Deferral Plan

 4.2                 Williams-Sonoma, Inc. Deferred Compensation Plan

 5.1                 Opinion of Irell & Manella as to the legality of the 
                     Obligations and Deferred Compensation Obligations

 24.1                Consent of Deloitte & Touche, LLP

 24.2                Consent of Irell & Manella (included in Exhibit 5.1)

 25                  Power of Attorney (included on pages 7 and 8 of this 
                     Registration Statement)
</TABLE>


