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                                                                    EXHIBIT 10.2

                                 FIRST AMENDMENT

         THIS FIRST AMENDMENT dated as of July 2, 2003 (this "Amendment") amends
the Reimbursement Agreement dated as of July 2, 2002 (the "Reimbursement
Agreement") between Williams-Sonoma, Inc. (the "Parent") and The Bank of New
York (the "Bank"). Capitalized terms used but not otherwise defined herein have
the respective meanings given to them in the Reimbursement Agreement.

         WHEREAS, the Parent and the Bank have entered into the Reimbursement
Agreement; and

         WHEREAS, the Parent and the Bank desire to amend the Reimbursement
Agreement as more fully set forth herein;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1 Amendments. Subject to the satisfaction of the conditions
precedent set forth in Section 3, the Reimbursement Agreement is amended as
follows:

         1.1      Amendment to Facility Size. Recital A is amended by replacing
the reference to "$32,500,000" with "$35,000,000".

         1.2      Amendments to Definitions.

         (a)      The definition of "Credit Agreement" is amended in its
entirety to read as follows:

                  "Credit Agreement" means the Second Amended and Restated
         Credit Agreement dated as of October 22, 2002 among the Parent, various
         financial institutions and Bank of America, N.A., as administrative
         agent.

         (b)      The definition of "Maturity Date" is amended by replacing the
reference to "first anniversary" with "second anniversary".

         1.3      Amendment to Section 2.1. Section 2.1 is amended by restating
the first proviso therein to read as follows: "provided, however, that the
Letter of Credit Usage shall not exceed $35,000,000 at any time".

         1.4      Amendment to Section 2.2. Section 2.2 is amended by inserting
the phrase "or via the Bank's electronic trade banking system" after the
reference to "Section 9.13".

         1.5      Amendment to Section 4.2. Section 4.2 is amended by replacing
the reference to "Section 7.1(a) and Section 7.1(b)" with "Section 10.1(a) and
Section 10.1(b)".

         1.6      Amendment to Section 6.9. Section 6.9 is amended by replacing
the reference to "Section 8.1" with "Section 11.1".

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         1.7      Amendment to Section 6.10. Section 6.10 is amended by
replacing each reference to "Section 7.4" with "Section 10.4".

         1.8      Addition of Section 6.23. The following new Section 6.23 is
added in proper sequence:

                  6.23     Tax Shelter Regulations. The Parent does not intend
         to treat the Letters of Credit and related transactions as being a
         "reportable transaction" (within the meaning of Treasury Regulation
         Section 1.6011-4). If the Parent determines to take any action
         inconsistent with such intention, it will promptly notify the Bank
         thereof. If the Parent so notifies the Bank, the Parent acknowledges
         that the Bank may treat the Letters of Credit as part of a transaction
         that is subject to Treasury Regulation Section 301.6112-1, and the Bank
         will maintain the lists and other records required by such Treasury
         Regulation.

         1.9      Amendment to Section 7.1. Section 7.1 is amended by replacing
each reference to "Article 7, Article 8 and Article 9" with "Article 10, Article
11 and Article 12".

         1.10     Addition of Section 7.4. The following new Section 7.4 is
added in proper sequence:

                  7.4      Tax Reporting. Promptly after the Parent notifies the
         Bank of any intention by the Parent to treat the Letters of Credit and
         related transactions as being a "reportable transaction" (within the
         meaning of Treasury Regulation Section 1.6011-4), the Parent will
         deliver to the Bank a duly completed copy of IRS Form 8886 or any
         successor form.

         1.11     Amendment to Section 9.13. Section 9.13 is amended by (a)
inserting the phrase "transmitted by e-mail," before the phrase "mailed by
certified mail" and (b) inserting the phrase "transmitted by e-mail, subject to
telephone confirmation of receipt," before the phrase "or when personally
delivered".

         1.12     Amendment to Section 9.21. Section 9.21 is amended by
inserting the following sentence at the end thereof:

         Notwithstanding anything herein to the contrary, "Confidential
         Information" shall not include, and the Bank may disclose without
         limitation of any kind, any information with respect to the "tax
         treatment" and "tax structure" (in each case, within the meaning of
         Treasury Regulation Section 1.6011-4) of the transactions contemplated
         hereby and all materials of any kind (including opinions or other tax
         analyses) that are provided to the Bank relating to such tax treatment
         and tax structure; provided that with respect to any document or
         similar item that in either case contains information concerning the
         tax treatment or tax structure of the transaction as well as other
         information, this sentence shall only apply to such portions of the
         document or similar item that relate to the tax treatment or tax
         structure of the Letters of Credit and the transactions contemplated
         hereby.

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         1.13     Amendments to Section 9.22. Section 9.22 is amended by (a)
replacing the reference to "Article 7, Article 8, and Article 9" with "Article
10, Article 11 and Article 12" and (b) replacing the reference to "Article 10"
with "Article 13".

         SECTION 2 Representations and Warranties. The Parent represents and
warrants to the Bank that, after giving effect to the effectiveness hereof:

         (a)      each warranty set forth in Article 6 of the Reimbursement
Agreement, as amended hereby, is true and correct in all material respects as of
the date of the execution and delivery of this Amendment by the Parent, with the
same effect as if made on such date, except to the extent any such warranty
relates specifically to another date (in which case it was true and correct in
all material respects as of such other date);

         (b)      no Default exists; and

         (c)      there has not occurred a material adverse change since
February 2, 2003 in the business or financial condition, prospects, performance
or operations of the Parent and its Subsidiaries taken as a whole or in the
facts and information regarding such Persons as represented to date.

         SECTION 3 Effectiveness. The amendments and the waiver set forth herein
shall become effective as of July 2, 2003 when the Bank has received the
following:

         (a)      a counterpart of this Amendment executed by the Parent;

         (b)      a Confirmation, substantially in the form of Exhibit A,
executed by each Subsidiary Guarantor;

         (c)      an opinion of counsel to the Parent in form and substance
reasonably acceptable to the Bank;

         (d)      evidence that the Parent has paid all accrued and invoiced
Attorney Costs of the Bank; and

         (e)      such other documents as the Bank may reasonably request.

         SECTION 4 Miscellaneous.

         4.1      Continuing Effectiveness, etc. As amended hereby, the
Reimbursement Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects. After the effectiveness of this
Amendment, all references in the Reimbursement Agreement and the other
Transaction Documents to "Reimbursement Agreement" or similar terms shall refer
to the Reimbursement Agreement as amended hereby.

         4.2      Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.

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         4.3      Governing Law. This Amendment shall be a contract made under
and governed by the laws of the State of New York applicable to contracts made
and to be performed entirely within such state.

         4.4      Successors and Assigns. This Amendment shall be binding upon
the Parent and the Bank and their respective successors and assigns, and shall
inure to the benefit of the Parent and the Bank and the successors and assigns
of the Bank.

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         Delivered as of the day and year first above written.

                                      WILLIAMS-SONOMA, INC.

                                      By: /s/ Sharon L. McCollam
                                          ----------------------------------
                                      Title: Executive Vice President
                                             Chief Financial Officer

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                                      THE BANK OF NEW YORK

                                      By: /s/ Randolph E. J. Medrano
                                          --------------------------
                                      Title: Vice President