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                                                                  EXHIBIT 10.10Q


                SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT

          This amendment dated as of February 7, 2000, is between Bank of
America, N.A., formerly known as Bank of America National Trust and Savings
Association (the "Bank") and Williams-Sonoma, Inc. (the "Borrower").

                                    RECITALS

          A. The Bank and the Borrower entered into a certain Letter of Credit
Agreement dated as of June 1, 1997 (as previously amended, the "Agreement").

          B. The Bank and the Borrower desire to amend the Agreement.

                                   AGREEMENT

          1. Definitions. Capitalized terms used but not defined to this
Amendment shall have the meanings given to them in the Agreement.

          2. Amendment. Article 2A, which was added to the Agreement by the
Fifth Amendment, is a amended and restarted in its entirety as follow:

             2A.1 Line of Credit Amount. From the effective date of the Seventh
Amendment to this Agreement until May 31, 2001 (the "Revolver Expiration Date"),
the Bank will provide a line of credit to the Borrower. The amount of the line
of credit (the "Revolver Commitment") is $75,000,000. This is a revolving line
of credit providing for cash advances. During the availability period, the
Borrower may repay principal amounts and reborrow them. The Borrower agrees not
to permit the outstanding principal balance of advances under the line of credit
to exceed the Revolver Commitment. Amounts advanced under this line of credit
shall be used to fund the acquisition of an office building to be occupied by
the Borrower and its subsidiaries and for related expenses.

             2A.2 Interest Rate. Unless the Borrower elects an optional interest
rate as described below, principal amounts outstanding under this line of credit
shall bear interest at the Base Rate (as defined in the Syndicated Credit
Agreement) plus the Applicable Margin (as defined below).

             2A.3 Repayment Terms. The Borrower will pay interest on each
Payment Date, as defined in the Syndicated Credit Agreement, until payment in
full of any principal outstanding under this line of credit. The Borrower will
repay in full all principal and any unpaid interest or other charges outstanding
under this line of credit no later than the Revolver Expiration Date. Any
interest period for an optional interest rate (as described below) shall expire
no later than the Revolver Expiration Date.

             2A.4 Optional Interest Rates. Instead of the interest based on the
Base Rate, the Borrower may elect to have all or portions of the principal
amount outstanding under this facility bear interest at the London Rate plus the
Applicable Margin or the Cayman Rate plus the Applicable Margin. The London Rate
and Cayman Rate shall have the meanings as defined in the Syndicated Credit
Agreement.


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               2A.5 Fees. On the effective date of the Seventh Amendment to this
      Agreement, the Borrower shall pay to the Bank under Facility 2, a
      commitment fee equal to 0.100% of the Revolver Commitment.

               2A.6 Applicable Margin and Fee. The Applicable Margin shall be
      the following amounts per annum:

                               Applicable Margin
                          (in basis points per annum)

                    Base Rate +         London/Cayman Rate +
                    -----------         --------------------
                         0                       87.5

The Applicable Margin with respect to London and Cayman Rates shall be
increased above the amounts stated in the foregoing table in the following
cases: (a) During any period in which the principal amount outstanding under
this facility exceeds 33% of the Revolver Commitment, the Applicable Margin
shall be increased by 12.5 basis points; and (b) during any period in which the
principal amount outstanding under this facility exceeds 66% of the Revolver
Commitment, the Applicable Margin shall be increased by 25.0 basis points.

               2A.7 Incorporation of Terms. The terms and conditions specified
      in paragraphs 2.04(a), (b) and (c), 2.12 and Article 3 of the Syndicated
      Credit Agreement are incorporated by reference as though fully set forth
      in this Agreement; provided, however, that each reference to the Agent in
      such paragraphs shall be deemed to refer to the Bank in its individual
      capacity as a lender; and provide that the terms "Base Rate Loan," "Cayman
      Rate Loan" and "London Rate Loan" shall refer to amounts outstanding under
      this Agreement which are bearing interest at the respective interest
      rates.

               2A.8 Default Rate. While any Event of Default exists or after
      acceleration, the Borrower shall, at the Bank's option, pay interest at a
      rate which is two (2.0) percentage points higher than the rate which would
      otherwise apply under this Agreement.

          3. Representations and Warranties. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that the
representations and warranties in Article 5 of the Agreement, as applied to the
Agreement as amended hereby, are true and correct as of the date of this
Amendment as if made on the date of this Amendment.

          4. Conditions. This Amendment will be effective when the Bank
receives the following items, in form and content acceptable to the Bank:

               (a) Evidence that the execution, delivery, and performance by the
      Borrower of this Amendment and any instrument or agreement required under
      this Amendment have been duly authorized;

               (b) A Guarantor Acknowledgment and Consent in the form attached
      hereto.

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               (c) An amendment from the Banks party to the Syndicated Credit
      Agreement (as defined in the Agreement).

          5. Effect of Amendment. Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and effect.

          This Amendment is executed as of the date first stated above.

BANK OF AMERICA, N.A.                        WILLIAMS-SONOMA, INC.


By /s/ GINGER TRIMBLE                        By /s/ JOHN W. TATE
   ------------------------------              -----------------------------
                                               John W. Tate
Title: Vice President                          Chief Financial Officer
       --------------------------

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                            GUARANTOR ACKNOWLEDGMENT
                                  AND CONSENT

The undersigned, each a guarantor with respect to the Borrower's obligations to
the Bank under the Agreement, each hereby (i) acknowledge and consent to the
execution, delivery and performance by the Borrower of the foregoing Seventh
Amendment to the Letter of Credit Agreement, and (ii) reaffirm and agree that
the guaranty to which the undersigned is party is in full force and effect, and
guaranties all of the obligations of the Borrower under the Agreement, as
amended.

     Dated as of February 7, 2000       WILLIAMS-SONOMA STORES, INC.

                                        By /s/ JOHN W. TATE
                                           -------------------------------------
                                           John W. Tate
                                           Chief Financial Officer


                                        HOLD EVERYTHING, INC.

                                        By /s/ JOHN W. TATE
                                           -------------------------------------
                                           John W. Tate
                                           Chief Financial Officer


                                        CHAMBERS CATALOG COMPANY, INC.

                                        By /s/ JOHN W. TATE
                                           -------------------------------------
                                           John W. Tate
                                           Chief Financial Officer


                                        POTTERY BARN, INC., formerly known
                                        as POTTERY BARN EAST, INC.

                                        By /s/ JOHN W. TATE
                                           -------------------------------------
                                           John W. Tate
                                           Chief Financial Officer


                                        WILLIAMS-SONOMA STORES, LLC

                                        By Williams-Sonoma, Inc., its sole
                                        Member

                                        By /s/ JOHN W. TATE
                                           -------------------------------------
                                           John W. Tate
                                           Chief Financial Officer


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                                       POTTERY BARN KIDS, INC.


                                       By /s/ JOHN W. TATE
                                          -----------------------------
                                              John W. Tate
                                              Chief Financial Officer


                                       WILLIAMS-SONOMA DIRECT, INC.


                                       By /s/ JOHN W. TATE
                                          -----------------------------
                                              John W. Tate
                                              Chief Financial Officer


                                       WILLIAMS-SONOMA RETAIL SERVICES, INC.


                                       By /s/ JOHN W. TATE
                                          -----------------------------
                                              John W. Tate
                                              Chief Financial Officer