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                                 EXHIBIT 10.4

              AMENDMENT NUMBER SEVEN TO THE WILLIAMS-SONOMA, INC.
                EMPLOYEE PROFIT SHARING AND STOCK INCENTIVE PLAN

        Williams-Sonoma, Inc., a California corporation (the "Company"), hereby
adopts this Amendment Number Seven to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, with reference to the following facts:

  A.    The Company maintains the Williams-Sonoma, Inc. Employee Profit Sharing
and Stock Incentive Plan (the "Plan").


  B.    Article XV of the Plan permits the Company to amend the Plan at any 
time.

  C.    The Company desires to amend the Plan as set forth in this Amendment
Number Seven.

        NOW, THEREFORE, the Plan is hereby amended as follows:

     1.      Effective May 1, 1997, the name of the Plan shall be the
"Williams-Sonoma, Inc. Associate Stock Incentive Plan."

     2.      Effective as of May 1, 1997, Section 1.20 is hereby amended in its
entirety to provide as follows:

   1.20.     "Entry Date" means the day after the day on which an eligible
Employee satisfies the requirements for participation under Section 3.01.

     3.     Effective as of January 1, 1994, Section 1.38 is hereby amended
in its entirety to provide as follows:

   1.38.     "Quarterly Valuation Date" means March 31, June 30, September 30,
and December 31.

     4.     Effective as of May 1, 1997, the second sentence of paragraph 1 of
Section 1.48 (dealing with the weekly crediting of Hours of Service to Salaried
Employees, as heretofore added
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by Amendment Number One and Amendment Number Four to the Plan) is hereby 
deleted.

                5.  Effective as of May 1, 1997, Section 3.01 is hereby amended
in its entirety to provide as follows:

        3.01.   Eligibility to Participate.  Every Eligible Employee whom the
        Company designates to the Committee as a "Non-Limited Employee" shall
        become a Participant on the Entry Date following the later of (a) the
        thirtieth (30th) day after such Eligible Employee's date of hire, or (b)
        such Eligible Employee's twenty-first (21st) birthday. Each Eligible
        Employee whom the Company designates to the Committee as a "Limited
        Employee" shall become a Participant on the Entry Date following the
        later of (i) the thirtieth (30th) day after the date on which such
        Eligible Employee completes one thousand (1,000) Hours of Service within
        an "Eligibility Computation Period" (as defined below), or (ii) such
        Eligible Employee's twenty-first (21st) birthday. For purposes of this
        Plan, the term "Eligibility Computation Period" means the period of
        twelve (12) consecutive months beginning on the Eligible Employee's
        Employment Commencement Date, the Plan Year including the first
        anniversary of such Employment Commencement Date, and each succeeding
        Plan Year.

                6.  Effective for the first payroll period beginning on or
after May 5, 1997 for Williams-Sonoma Store Associates, and for the first
payroll period beginning on or after May 12, 1997 for all other Associates
(including, but not limited to, Memphis Distribution Center Associates and
Non-Exempt Associates), Section 6.01 is hereby amended in its entirety to
provide as follows:

        6.01.   Amount of Matching Contributions.  The Company shall make
        Matching Contributions to the Trust. As of each Quarterly Valuation
        Date, the Company shall contribute to the Matching Contribution Account
        of each Participant an amount equal to one hundred percent (100%) of the
        Salary Deferral Contributions made by such Participant to the extent
        that such Salary Deferral Contributions do not exceed six percent (6%)
        of such Participant's Compensation; provided, however, that the
        percentage level of the Matching Contributions may be altered for any
        Plan year by the resolution of the Board of Directors adopted before 
        the 




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        first day of such Plan Year, and provided, further, that Salary Deferral
        Contributions shall not be matched to the extent that they are not
        allocated to the Company Stock Account pursuant to Section 9.01.

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

                IN WITNESS WHEREOF, the Company has executed this Amendment
Number Seven as of this 1st day of May, 1997.

                                WILLIAMS-SONOMA, INC.   



                                By: /s/ G. Andrew Rich
                                    ----------------------
                                        G. Andrew Rich



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