
<PAGE>   1
      As filed with the Securities and Exchange Commission on July 10, 1998
                                                Registration No. 333-___________
================================================================================

                       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.)

             100 NORTH POINT STREET, SAN FRANCISCO, CALIFORNIA 94133
               (Address of Principal Executive Offices) (Zip Code)

                   AMENDED AND RESTATED 1993 STOCK OPTION PLAN
                            (Full Title of the Plan)

                              WILLIAMS-SONOMA, INC.
                             100 NORTH POINT STREET
                         SAN FRANCISCO, CALIFORNIA 94133
                     (Name and Address of Agent For Service)

                                 (415) 421-7900
          Telephone Number, Including Area Code, of Agent For Service.

                                    Copy to:
                              JOAN L. LESSER, ESQ.
                               IRELL & MANELLA LLP
                       1800 AVENUE OF THE STARS, SUITE 900
                          LOS ANGELES, CALIFORNIA 90067
                                 (310) 277-1010


<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                           Proposed            Proposed
           Title Of                                        Maximum             Maximum
          Securities                   Amount              Offering           Aggregate           Amount Of
            To Be                      To Be              Price Per            Offering         Registration
          Registered                 Registered            Share(1)             Price                Fee
----------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                <C>                <C>    
Common Stock, $.01 par value         1,500,000            $35.15625          $52,734,375           $15,981
================================================================================================================
</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 July 7, 1998.


<PAGE>   2

                                EXPLANATORY NOTE

        This registration statement is filed pursuant to Form S-8 General
Instruction E. General Instruction E provides for the registration of additional
securities of the same class as other securities for which a registration
statement filed on Form S-8 relating to an employee benefit plan is effective.

                                     PART I

INFORMATION REQUIRED BY PART I OF FORM S-8. The document(s) updating 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 the 1998 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.

EARLIER REGISTRATION STATEMENTS INCORPORATED BY REFERENCE. Williams-Sonoma, Inc.
filed Registration Statements on Form S-8 on July 6, 1993 (File No. 33-65656)
and on March 19, 1998 (File No. 33-48247) with respect to the Amended and
Restated 1993 Stock Option Plan, which are incorporated by reference in this
Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents heretofore filed by the Company with the
Securities and Exchange Commission are incorporated herein by reference:

        (a)     The Company's Annual Report on Form 10-K for the fiscal year
                ended February 1, 1998;

        (b)     The Company's Quarterly Report on Form 10-Q for the three-month
                period ended May 3, 1998;

        (c)     The Company's definitive Proxy Statement dated April 17, 1998,
                with respect to its Annual Meeting of Stockholders held on May
                27, 1998; 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 on April 30, 1998, including
                any amendment or report filed for the purpose of updating such
                description.

        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 and 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.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


                                       -2-


<PAGE>   3

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 Company's Articles of Incorporation
was amended to eliminate the liability of the directors of the Company for
monetary damages to the fullest extent permissible under California law.

        Section 317 of the CCL provides for the indemnification of directors,
officers and "agents" (as defined in Section 317(a) of the CCL) under certain
circumstances. Section 7.06 of the Company's Restated and Amended Bylaws
("Bylaws") grants the Company the power to indemnify its directors, officers and
"agents" under certain circumstances, to the extent permitted by California law
against certain expenses, judgements, fines, settlement 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 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 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. 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 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.

        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, the Company'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       Amended and Restated 1993 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      Power of Attorney (included on signature page)

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:

                        a.      to include any prospectus required by Section
                                10(a)(3) of the securities Act;

                        b.      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;


                                       -3-

<PAGE>   4

                        c.      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 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 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 Securities and Exchange Commission, such
                indemnification is against public policy as expressed in the
                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.

                                       -4-

<PAGE>   5

                                   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 25th day
of June, 1998.


                                        WILLIAMS-SONOMA, INC.



                                        By: /s/ Dennis Chantland
                                            ------------------------------------
                                            Dennis A. Chantland
                                            Executive Vice President, Chief
                                            Administrative Officer and Secretary


        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Dennis A. Chantland and W. Howard Lester,
jointly and severally, as his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments and
post-effective amendments to the 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 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 and about the premises, as fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

        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 25, 1998
--------------------------------         Executive Officer (principal
W. Howard Lester                         executive officer)



     /s/ Charles E. Williams             Director and Vice Chairman of the             June 25, 1998
--------------------------------         Board
Charles E. Williams



     /s/ Dennis A. Chantland             Executive Vice President, Chief               June 25, 1998
--------------------------------         Administrative Officer, and
Dennis A. Chantland                      Secretary (principal financial and
                                         accounting officer)

</TABLE>



                                       -5-

<PAGE>   6


<TABLE>
<CAPTION>
            Signature                                Title                                Date
            ---------                                -----                                ----
<S>                                      <C>                                           <C>



                                         Director and Executive Vice                   ______________, 1998
--------------------------------         President and General Manager,
Patrick J. Connolly                      Catalog Division
                                


      /s/ Gary G. Friedman               Director and Chief Merchandising              June 25, 1998
--------------------------------         Officer and President, Retail
Gary G. Friedman                         Division
                                


     /s/ Adrian D.P. Bellamy             Director                                      June 25, 1998
--------------------------------
Adrian D.P. Bellamy




                                         Director                                      _____________, 1998
--------------------------------
James M. Berry




        /s/ Nathan Bessin                Director                                      June 26, 1998
--------------------------------
Nathan Bessin




      /s/ Janet L. Emerson               Director                                      June 30, 1998
--------------------------------
Janet L. Emerson




      /s/ James A. McMahan               Director                                      June 30, 1998
--------------------------------
James A. McMahan




       /s/ John E. Martin                Director                                      June 26, 1998
--------------------------------
John E. Martin

</TABLE>


                                       -6-

<PAGE>   7



                                            EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
------         -----------

<S>            <C>                   
4              Amended and Restated 1993 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             Power of Attorney (included on signature page)

</TABLE>

                                       -7-


