Edgar Filing: COWELL PAT

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COWELL PAT

2. Issuer Name and Ticker or Trading Symbol
WILLIAMS SONOMA INC [WSM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
PRESIDENT WS BRAND

(Last)

(First)

(Middle)

3250 VAN NESS AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2005

(Street)

SAN FRANCISCO, CA 94109

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/28/2005		M		18,000	A	$ 23.65	18,000	D
Common Stock	03/28/2005		S		18,000	D	$ 36.25	0	D
Common Stock	03/28/2005		M		1,000	A	$ 23.65	1,000	D
Common Stock	03/28/2005		S		1,000	D	$ 36.26	0	D
Common Stock	03/28/2005		M		500	A	$ 23.65	500	D
Common Stock	03/28/2005		S		500	D	$ 36.27	0	D
Common Stock	03/28/2005		M		500	A	$ 23.65	500	D
Common Stock	03/28/2005		S		500	D	$ 36.28	0	D
Common Stock	03/28/2005		M		20,100	A	$ 23.65	20,100	D
Common Stock	03/28/2005		S		20,100	D	$ 36.5	0	D
Common Stock	03/28/2005		M		1,900	A	$ 23.65	1,900	D
Common Stock	03/28/2005		S		1,900	D	$ 36.51	0	D
Common Stock	03/28/2005		M		200	A	$ 23.65	200	D
Common Stock	03/28/2005		S		200	D	$ 36.52	0	D
Common Stock	03/28/2005		M		2,700	A	$ 23.65	2,700	D
Common Stock	03/28/2005		S		2,700	D	$ 36.53	0	D
Common Stock	03/28/2005		M		100	A	$ 23.65	100	D
Common Stock	03/28/2005		S		100	D	$ 36.54	0	D
Common Stock	03/28/2005		M		700	A	$ 23.65	700	D
Common Stock	03/28/2005		S		700	D	$ 36.56	0	D
Common Stock	03/28/2005		M		4,300	A	$ 23.65	4,300	D
Common Stock	03/28/2005		S		4,300	D	$ 36.57	0	D
Common Stock	03/28/2005		J		176	A	$ 36.23	1,981	I	by Managed Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

18,000

03/04/2003

03/04/2012

Common Stock

18,000

$ 0

222,000

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

1,000

03/04/2003

03/04/2012

Common Stock

1,000

$ 0

221,000

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

500

03/04/2003

03/04/2012

Common Stock

500

$ 0

220,500

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

500

03/04/2003

03/04/2012

Common Stock

500

$ 0

220,000

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

20,100

03/04/2003

03/04/2012

Common Stock

20,100

$ 0

199,900

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

1,900

03/04/2003

03/04/2012

Common Stock

1,900

$ 0

198,000

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

200

03/04/2003

03/04/2012

Common Stock

200

$ 0

197,800

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

2,700

03/04/2003

03/04/2012

Common Stock

2,700

$ 0

195,100

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

100

03/04/2003

03/04/2012

Common Stock

100

$ 0

195,000

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

700

03/04/2003

03/04/2012

Common Stock

700

$ 0

194,300

Non-Qualified Stock Option (right to buy)

$ 23.65

03/28/2005

4,300

03/04/2003

03/04/2012

Common Stock

4,300

$ 0

190,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COWELL PAT 3250 VAN NESS AVENUE SAN FRANCISCO, CA 94109			PRESIDENT WS BRAND

Signatures

By: Paul Cogan, Attorney-in-Fact For: Patrick Cowell		03/30/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Remarks: The reporting person owns $71,778.18 in the Williams-Sonoma, Inc. stock fund under the Williams-Sonoma, Inc. Associate Stock Incentive Plan, a 401(K) plan, based on a statement dated March 28, 2005. The number of shares indirectly owned and noted on Table I was calculated by dividing the amount owned in the Williams-Sonoma, Inc. stock fund by $36.23, the closing price of Williams-Sonoma, Inc. common stock on March 28, 2005. 338 of the 1,981 shares are unvested and will fully vest by March 4, 2007.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.