<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED OCTOBER 4, 1996 AS SUPPLEMENTED BY PROSPECTUS SUPPLEMENT
NO. 1 DATED AS OF
APRIL 11, 1997 AND PROSPECTUS SUPPLEMENT NO. 2 DATED AS OF JUNE 10, 1997)
WILLIAMS-SONOMA, INC.
U.S. $40,000,000
5 1/4% CONVERTIBLE SUBORDINATED NOTES
DUE APRIL 15, 2003
This Prospectus Supplement supplements information contained in that
certain Prospectus dated October 4, 1996 as supplemented by Prospectus
Supplement No. 1 dated as of April 11, 1997 and Prospectus Supplement No. 2
dated as of June 10, 1997 (collectively, the "Prospectus") relating to the
potential sale from time to time of the Shares issued upon conversion of the
Notes by the Selling Securityholders. The Company notified the holders of the
Notes of the Company's intention to redeem the Notes on April 21, 1998, and,
prior to such redemption, substantially all of the Notes were converted into
Shares. THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE WITHOUT, AND MAY NOT BE
DELIVERED OR UTILIZED EXCEPT IN CONNECTION WITH, THE PROSPECTUS. Capitalized
terms used herein but not defined have the meanings assigned to such terms in
the Prospectus.
The following table supplements the information set forth in the Prospectus
under the caption "Selling Securityholders" with respect to the Selling
Securityholders and the shares of Common Stock beneficially owned by such
Selling Securityholders that may be offered pursuant to the Prospectus:
<TABLE>
<S> <C>
Number of Shares
Name of Selling Securityholder Offered Hereby
- -------------------------------------- -------------------------------
Goldman, Sachs & Co.* 13,408
</TABLE>
Because the Selling Securityholders listed above and in the Prospectus
under the caption "Selling Securityholders" may, pursuant to the Prospectus, as
supplemented, offer all or some portion of the Shares, no estimate can be given
as to the amount of Shares held by the Selling Securityholders upon termination
of any such sales.
Furthermore, the Selling Securityholders identified in the table set forth
in the Prospectus under the caption "Selling Securityholders" may have sold,
transferred or otherwise disposed of all or a portion of their Shares since the
date on which they provided the Company with information regarding their Shares,
and the Company has not made any independent inquiries as to the foregoing.
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* The Selling Securityholder listed herein holds less than 1% of the Common
Stock outstanding.
UNLESS OTHERWISE NOTED, ALL INFORMATION PROVIDED IN THIS PROSPECTUS SUPPLEMENT
IS AS OF JULY 8, 1998.
