<SUBMISSION>
<ACCESSION-NUMBER>0000950149-00-002276
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20001027
<EFFECTIVENESS-DATE>20001027
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WILLIAMS SONOMA INC
<CIK>0000719955
<ASSIGNED-SIC>5700
<IRS-NUMBER>942203880
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-48750
<FILM-NUMBER>747165
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>100 N POINT ST
<CITY>SAN FRANCISCO
<STATE>CA
<ZIP>94133
<PHONE>4156168345
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>100 NORTH POINT STREET
<CITY>SAN FRANCISCO
<STATE>CA
<ZIP>94133
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>f66544s-8.txt
<DESCRIPTION>FORM S-8 FOR WILLIAMS-SONOMA, INC.
<TEXT>

<PAGE>   1


            As filed with the Securities and Exchange Commission on ______, 2000
                                                      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. 2000 NONQUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

John W. Tate                                 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           1,500,000            $19.25                 $28,875,000                  $7,623

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

</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 October 23, 2000.



<PAGE>   2



                                EXPLANATORY NOTE

         This registration statement on Form S-8 (this "Registration Statement")
registers 1,500,000 shares of common stock, $.01 par value per share ("Common
Stock"), of Williams-Sonoma, Inc. (the "Company") which may be acquired upon the
exercise of stock options granted to certain employees of the Company who are
not officers or directors.



<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. 2000 Nonqualified 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 and July 30, 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. 2000 Nonqualified 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 October 26, 2000.

                                          WILLIAMS-SONOMA, INC.



                                          By: /John W. Tate/
                                              ---------------
                                              John W. Tate
                                              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 John W. Tate, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
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 might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his 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      September 20, 2000
---------------------------             Chief Executive Officer (principal
W. Howard Lester                        executive officer)

/s/ Charles E. Williams                 Director and Vice Chairman of the Board     September 20, 2000
---------------------------
Charles E. Williams

/s/ Patrick J. Connolly                 Director and Executive Vice President,      September 20, 2000
---------------------------             Chief Marketing Officer and Assistant
Patrick J. Connolly                     Secretary

/s/ Gary G. Friedman                    Director and President                      September 20, 2000
---------------------------
Gary G. Friedman

/s/ John W. Tate                        Senior Vice President and Chief Financial   September 20, 2000
---------------------------             Officer (principal financial officer)
John W. Tate

/s/ Cindy Love                          Controller (principal accounting officer)   September 22, 2000
---------------------------
Cindy Love


</TABLE>
<PAGE>   7

<TABLE>
<CAPTION>

<S>                                     <C>                                         <C>
/s/ Adrian D.P. Bellamy                 Director                                    September 20, 2000
---------------------------
Adrian D.P. Bellamy

/s/ James M. Berry                      Director                                    September 20, 2000
---------------------------
James M. Berry

/s/ Nathan Bessin                       Director                                    September 20, 2000
---------------------------
Nathan Bessin

/s/ James A. McMahan                    Director                                    September 20, 2000
---------------------------
James A. McMahan

/s/ John E. Martin                      Director                                    September 20, 2000
---------------------------
John E. Martin

/s/ Michael Lynch                       Director                                    September 20, 2000
---------------------------
Michael Lynch

/s/ Edward Mueller                      Director                                    September 20, 2000
---------------------------
Edward Mueller

/s/ Dick Robertson                      Director                                    September 20, 2000
---------------------------
Dick Robertson


</TABLE>
<PAGE>   8



                                  EXHIBIT INDEX

4        Williams-Sonoma, Inc. 2000 Nonqualified 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)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>f66544ex4.txt
<DESCRIPTION>2000 NONQUALIFIED STOCK OPTION PLAN
<TEXT>

<PAGE>   1



                                    EXHIBIT 4

                              WILLIAMS-SONOMA, INC.

                       2000 NONQUALIFIED STOCK OPTION PLAN


1.       PURPOSE.

         The purpose of this Plan is to secure for the Company and its
shareholders the benefits arising from stock ownership by selected Employees of
the Company who are not Officers or Directors. The Plan will provide a means
whereby such Employees may purchase shares of the Common Stock pursuant to the
Options.

2.       DEFINITIONS.

         For purposes of this Plan, the following terms shall have the
definitions set forth below:

         (a) "Company" means Williams-Sonoma, Inc., a California company, or any
successor corporation. Except where the context indicates otherwise, the term
"Company" shall include its Subsidiaries.

         (b) "Common Stock" means the common stock of Williams-Sonoma, Inc.,
$.01 par value per share, or any security issued in substitution, exchange or in
lieu thereof.

         (c) "Director" means a member of the Board of Directors of the Company.

         (d) "Employee" means any employee (as defined in accordance with
Section 3401 of the Internal Revenue Code of 1986, as amended).

         (e) "Officer" means the Company's chief executive officer, president,
principal financial officer, principal accounting officer (or, if there is no
such accounting officer, the controller), any vice-president of the Company in
charge of a principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a policy-making
function, or any other person who performs similar policy-making functions for
the Company, including any officer of a subsidiary of the Company who performs
such functions for the Company.

         (f) "Option" means any option granted under the Plan, which options
shall be nonqualified stock options that are intended not to be and is
specifically designed as not being incentive stock option as contemplated by
Section 422 of the Internal Revenue Code of 1986, as amended.

         (g)  "Plan" means the Williams-Sonoma, Inc. 2000 Nonqualified Stock
Option Plan, as it may be amended from time to time.

         (h) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.


<PAGE>   2


3.       ADMINISTRATION.

         The Plan shall be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company consisting of two or more
Directors, all of whom shall be "nonemployee directors" within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.
Any action of the Committee with respect to administration of the Plan shall be
taken by a majority vote or unanimous written consent of its members.

         Subject to the provisions of the Plan, the Committee shall have the
authority (i) to construe and interpret the Plan, (ii) to define the terms used
herein, (iii) to prescribe, amend and rescind rules and regulations relating to
the Plan, (iv) to determine the individuals to whom, and the time or times at
which, Options shall be granted, the number of shares of Common Stock to be
subject to each Option, the Option price, the number of installments, if any, in
which each Option may be exercised, and the duration of each Option, (v) to
approve and determine the duration of leaves of absence which may be granted to
participants without constituting a termination of their employment for the
purposes of the Plan, (vi) to amend the terms of any outstanding Option, with
consent of the Option holder, and (vii) to make all other determinations
necessary or advisable for the administration of the Plan. All determinations
and interpretations made by the Committee shall be binding and conclusive on all
participants in the Plan and their legal representatives and beneficiaries.

4.       SHARES SUBJECT TO THE PLAN.

         Subject to adjustment as provided in Section 16, the shares to be
offered under the Plan shall consist of the Company's authorized but unissued
Common Stock, and the aggregate amount of Common Stock which may be issued upon
exercise of all Options under the Plan shall not exceed one million, five
hundred thousand (1,500,000) shares of Common Stock. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject thereto shall again be available for
Options to be granted under the Plan.

5.       ELIGIBILITY AND PARTICIPATION.

         All Employees of the Company who are not Officers or Directors shall be
eligible for selection to participate in the Plan. An individual who has been
granted an Option may, if such individual is otherwise eligible, be granted an
additional Option or Options if the Committee shall so determine, subject to the
other provisions of the Plan. Options may be granted to persons who have agreed
in writing to become Employees at the time of the grant and who become Employees
within 120 days thereafter. Spouses to whom an Option is transferred pursuant to
a qualified domestic relations order pursuant to Section 11 shall also be
eligible to participate in the Plan with regard to such Option, but only to the
extent the original Option holder would have been able to participate had such
original Option holder continued to hold the Option, and to the extent permitted
by the Committee or by the terms of the Option agreement.

6.       DURATION OF OPTIONS.

         Each Option and all rights associated therewith shall expire on such
date as the Committee may determine, and shall be subject to earlier termination
as provided herein; provided, however, that all Options shall expire within ten
(10) years from the date on which such Options are granted.

7.       PURCHASE PRICE.

         The purchase price of the Common Stock covered by each Option shall be
determined by the Committee but shall not be less than one hundred percent
(100%) of the fair market value of the Stock (as determined under Section 9) on
the date of grant. The purchase price of the Common Stock upon exercise of an
Option shall be paid in full at the time of exercise (i) in cash or by check
payable to the order of the Company, (ii) by delivery of shares of Common Stock
already owned by, and in the possession of, the Option holder for a period of at
least six months, valued at their fair market value, as determined in accordance
with Section 9, or (iii) if authorized by the Committee, (x) by a promissory
note made by Option holder in favor of the Company, upon the terms and
conditions determined by the Committee including, to the extent the Committee
determines appropriate, a security interest in the Common Stock issuable upon
exercise or other


<PAGE>   3


property, or (y) through a "cashless exercise," in either case complying with
applicable law (including, without limitation, state and federal margin
requirements), or any combination thereof. Shares of Common Stock used to
satisfy the exercise price of an option shall be valued at their fair market
value determined (in accordance with Section 9) on the date of exercise (or if
such date is not a business day, as of the close of the business day immediately
preceding such date).

8.       EXERCISE OF OPTIONS.

         In no event shall any Option be exercisable earlier than six months
after the date of grant except in the case of the death or disability of the
Option holder, in which case such Option may be exercisable in accordance with
Section 14. Each Option may be exercisable in full upon the expiration of such
six month period or in such installments during the period prior to its
expiration date as the Committee shall determine. Furthermore, unless otherwise
determined by the Committee, if the Option holder shall not in any given
installment period purchase all of the shares which the Option holder is
entitled to purchase in such installment period, then the Option holder's right
to purchase any shares not purchased in such installment period shall continue
until the expiration date or sooner termination of the Option. No Option may be
exercised for a fraction of a share and no partial exercise of any Option may be
for less than (i) one hundred (100) shares of Common Stock or (ii) the total
number of shares of Common Stock then eligible for purchase upon exercise, if
less than one hundred (100) shares of Common Stock.

9.       FAIR MARKET VALUE OF COMMON STOCK.

         The fair market value of a share of Common Stock shall be determined
for purposes of the Plan by reference to the closing price on the New York Stock
Exchange or such other stock exchange on which the Common Stock is then listed
or, if not then listed on a stock exchange, by reference to the closing price
(if approved for quotation on the NASDAQ National Market System) or the mean
between the bid and asked price (if other over-the-counter issue) of a share of
Common Stock as supplied by the National Association of Securities Dealers, Inc.
through NASDAQ (or its successor in function), in each case as reported by The
Wall Street Journal, for the business day immediately preceding the date on
which the Option is granted (which, for all purposes, shall be the date on which
the Committee makes the determination granting the Option) or exercised (or, if
for any reason no such price is available, in such other manner as the Committee
may deem appropriate to reflect the then fair market value thereof).

10.      WITHOLDING TAX.

         Upon the exercise of the Options, the Company shall have the right to
require the Employee or other person exercising the Option to pay the Company
the amount of any taxes which the Company may be required to withhold with
respect to such exercise.

11.      NONTRANSFERABILITY.

         Options, by their terms, shall be non-transferable by the Option
holder, either voluntarily or by operation of law, otherwise than by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of ERISA, or the rules thereunder, and
shall be exercisable during the Option holder's lifetime only by the Option
holder or, to the extent permitted by the Committee or by the terms of the
Option agreement, the spouse of the Option holder who obtained the option
pursuant to such a qualified domestic relations order described herein or
pursuant to Section 14 hereof.


<PAGE>   4


12.      COMMON STOCK TO BE ISSUED IN COMPLIANCE WITH FEDERAL SECURITIES LAWS
         AND EXCHANGE RULES.

         At the discretion of the Committee, any Option may provide that the
Option holder (and his or her permitted transferees, and his or her legal
sucessors by will or the laws of descent and distribution or through a qualified
domestic relations order), by accepting such Option, represents and agrees that
none of the shares of Common Stock purchased upon exercise of the Option will be
acquired with a view to any sale, transfer or distribution thereof in violation
of the Securities Act of 1933, as amended (the "Securities Act"), and the rules
and regulations promulgated thereunder, or any applicable state "blue sky" laws,
and the person entitled to exercise the same shall, upon request, furnish
evidence satisfactory to the Company (including a written and signed
representation) to that effect in form and substance satisfactory to the
Company, including an indemnification of the Company in the event of any
violation of the Securities Act or state blue sky laws by such person. The
Company shall use its reasonable efforts to take all necessary and appropriate
action to assure that the shares issuable upon the exercise of any Option shall
be issued in full compliance with the Securities Act, state blue sky laws and
all applicable licensing requirements of any principal securities exchange on
which shares of the same class are listed.

13.      TERMINATION OF EMPLOYMENT.

         Termination of the employment relationship with the Company by the
holder of an Option will have the effect specified in the individual Option
agreement, as determined by the Committee. Any Option transferred pursuant to a
qualified domestic relations order as defined in Section 11 shall continue to be
subject to the provisions governing the grant to the original grantee, including
without limitation, the provisions governing exercisability, vesting and
termination (which shall be determined by reference to the employment status of
the original grantee), unless the Option agreement or the Committee provides
otherwise.

14.      DEATH OR PERMANENT DISABILITY OF OPTION HOLDER.

         The death or disability of an Option holder will have the effect
specified in the individual Option agreement, as determined by the Committee.

15.      PRIVILEGES OF STOCK OWNERSHIP.

         No person entitled to exercise any Option granted under the Plan shall
have any of the rights or privileges of a shareholder of the Company in respect
of any shares of Common Stock issuable upon exercise of such Option until
certificates representing such shares shall have been issued and delivered. No
shares of Common Stock shall be issued and delivered upon the exercise of any
Option unless and until there shall have been full compliance with all
applicable requirements of the Securities Act (whether by registration or
satisfaction of exemption conditions), all applicable listing requirements of
any national securities exchange on which the Common Stock is then listed and
any other requirements of law or of any regulatory bodies having jurisdiction
over such issuance and delivery.

16.      ADJUSTMENTS.

         If the outstanding shares of the Common Stock are increased or
decreased or changed into or exchanged for a different number or kind of shares
or securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
in the maximum number and kind of shares as to which Options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
shares allocated to unexercised Options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the Option but
with a corresponding adjustment in the price for each share or other unit of any
security covered by the Option.

         Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all the property or more than eighty percent
(80%) of the


<PAGE>   5


then outstanding stock of the Company to another corporation, the
Plan shall terminate, and all Options theretofore granted hereunder shall
terminate; provided, however, that notwithstanding the foregoing, the Committee
shall provide in writing in connection with such transaction for any or all of
the following alternatives (separately or in combinations): (i) for the Options
theretofore granted to become immediately exercisable notwithstanding the
provisions of Section 8; (ii) for the assumption by the successor corporation of
the Options theretofore granted or the substitution by such corporation for such
Options and rights of new Options and rights covering the stock of the successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices; (iii) for the continuance of the
Plan by such successor corporation in which event the Plan and the Options
theretofore granted shall continue in the manner and under the terms so
provided; or (iv) for the payment of an amount in cash or Common Stock per share
of Common Stock subject to the Option equal to the excess of the fair market
value of a share of Common Stock (as determined by the Committee) over the
exercise price of such Option, in lieu of and in complete satisfaction of such
Options.

         Adjustments under this Section 16 shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under the Plan on any such adjustment.

17.      AMENDMENT AND TERMINATION OF PLAN.

         The Committee may at any time suspend or terminate the Plan. The
Committee may also at any time amend or revise the terms of the Plan.
Notwithstanding the foregoing, no amendment, suspension or termination of the
Plan shall, without specific action of the Committee and the consent of the
Option holder, in any way modify, amend, alter or impair any rights or
obligations under any Option theretofore granted under the Plan.

18.      EFFECTIVE DATE OF PLAN.

         The Effective Date of the Plan shall be the date it is approved by the
Compensation Committee of the Board of Directors of the Company.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>f66544ex5.txt
<DESCRIPTION>OPINION OF IRELL & MANELLA LLP
<TEXT>

<PAGE>   1



                                    EXHIBIT 5

                         OPINION OF IRELL & MANELLA LLP




                                October 26, 2000


Williams-Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, California  94109

Ladies and Gentlemen:

         We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission in connection with the registration of 1,500,000 shares of common
stock, par value $.01 per share (the "Shares"), of Williams-Sonoma, Inc., a
California corporation (the "Company"), issuable under the Williams-Sonoma, Inc.
2000 Nonqualified Stock Option Plan (the "Plan").

         As your counsel in connection with this transaction, we have examined
the proceedings proposed to be taken in connection with the Plan and such other
matters and documents as we have deemed necessary or relevant as a basis for
this opinion.

         Based on these examinations, it is our opinion that upon completion of
the proceedings being taken or which we, as your counsel, contemplate will be
taken prior to the issuance of the Shares, the Shares, when issued in the manner
referred to in the Registration Statement and the Plan, will be legally and
validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.


                                           Very truly yours,




                                           /s/ Irell & Manella LLP
                                           -----------------------
                                           Irell & Manella LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>f66544ex23-1.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>

<PAGE>   1



                                  EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Williams-Sonoma, Inc. of our report dated March 24, 2000, appearing
in the Annual Report on Form 10-K of Williams-Sonoma, Inc. for the fiscal year
ended January 30, 2000.

DELOITTE & TOUCHE LLP


/s/ Deloitte & Touche LLP
-------------------------

San Francisco, California

October 26, 2000


</TEXT>
</DOCUMENT>
</SUBMISSION>
