EXHIBIT 10.14

                                 FIRST AMENDMENT
                     TO THE FIRST AMENDMENT AND RESTATEMENT
                          OF THE WILLIAMS-SONOMA, INC.
                         ASSOCIATE STOCK INCENTIVE PLAN
                               (2002 RESTATEMENT)

      Williams-Sonoma, Inc., a California corporation (the "Company"), hereby
makes this First Amendment to the First Amendment and Restatement of the
Williams-Sonoma, Inc. Associate Stock Incentive Plan (2002 Restatement),
generally effective as of January 1, 1997, with reference to the following
facts:

      A. The Company maintains the Williams-Sonoma, Inc. Associate Stock
Incentive Plan, which was most recently amended and restated in its entirety in
2002, (the "Plan") for the benefit of its employees.

      B. By Section 8.4 of the Plan, the Company has reserved the right to amend
the Plan.

      NOW, THEREFORE, the Plan is hereby amended, effective as of November 1,
2002, as follows:

      1. Section 2.3.4(b) of the Plan is hereby amended in its entirety to
provide as follows:

      "(b) Any portion of a Participant's Salary Deferral Contribution Account
      which is invested in the Company Stock Fund shall not thereafter be
      reinvested in any of the other investment funds, pools or vehicles
      selected by the Committee; except that, effective November 1, 2002, any
      portion of a Participant's Salary Deferral Contribution Account which is
      invested in the Company Stock Fund and has been received by the Trustee as
      of such date may, at the election of the Participant, be reinvested in any
      other investment funds, pools or vehicles selected by the Committee.
      Thereafter, on the third business day of each calendar quarter, any
      portion of a Participant's Salary Deferral Contribution Account which is
      invested in the Company Stock Fund and has been received by the Trustee as
      of such date may be reinvested, at the election of the Participant, in any
      other investment funds, pools or vehicles selected by the Committee."

      2. In all other respects, the terms and provisions of the Plan are hereby
ratified and declared to remain in full force and effect.

      IN WITNESS WHEREOF, Williams-Sonoma, Inc. has executed this First
Amendment as of the 1 of November, 2002.

                                                 WILLIAMS-SONOMA, INC.


                                                 By: /s/ John S. Bronson
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