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                                                                    EXHIBIT 10.5

May 8, 2003

Dear Jim,

         Re: Amendment to Agreement

As you know, Williams-Sonoma, Inc. ("Williams-Sonoma") entered into an agreement
(the "Agreement") with you as of May 8, 2001, with regard to certain aspects of
your employment by it as Chief Operating Officer of Williams-Sonoma.
Williams-Sonoma is prepared to extend your rights under the Agreement on the
terms and conditions specified in this amendment to the Agreement (this
"Amendment"). (All capitalized terms that are not defined in this Amendment have
the definitions assigned to them in the Agreement.)

Specifically, you and Williams-Sonoma agree as follows:

1.       Covered Stock Options. The Agreement and this Amendment relate to the
         Unvested Options, and do not take into account, or in any way cover,
         any other stock options that Williams-Sonoma has granted to you before
         the date of this Amendment, or may grant to you after the date of this
         Amendment.

2.       Extension of Rights. In consideration of your agreement to continue to
         be employed by Williams-Sonoma until May 8, 2005 (the "Fourth
         Anniversary Date") and to continue to be bound by the provisions of the
         Agreement until the Fourth Anniversary Date, Williams-Sonoma has agreed
         to extend all of your rights under the Agreement until such date.
         Solely by way of example, if, at any time before the Fourth Anniversary
         Date, you voluntarily terminate your employment with Williams-Sonoma
         for any reason, or you are terminated without Cause, you agree that (i)
         within ninety days of such termination, you will exercise in full all
         of the Unvested Options and (ii) upon such exercise, Williams-Sonoma
         shall be obligated to pay you the difference, if any, between the
         Second Guaranteed Spread and the Spread on the date of exercise.

3.       No Stock Option Exercises. You represent and warrant that you have not
         exercised any of the Unvested Options as of the date of this Amendment,
         as required by the Agreement.

4.       Expiration of Rights. All of your rights under the Agreement, and all
         of Williams-Sonoma's obligations under the Agreement, shall expire
         automatically on the Fourth Anniversary Date, except that if your
         employment with Williams-Sonoma terminates on or before the Fourth
         Anniversary Date, all of your rights under the Agreement shall expire
         ninety days after the termination date.

5.       Miscellaneous. This Amendment shall be governed by, and construed and
         enforced in accordance with, the laws of the State of California
         applicable to contracts to be performed therein. This Amendment may not
         be modified without the written

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         consent of both parties. Except as expressly stated in this Amendment,
         the Agreement shall remain unchanged and in full force and effect.

Please indicate your agreement to the terms of this agreement by signing below
and returning the signed copy to me.

Sincerely,

Williams-Sonoma, Inc.

By: /s/ W. Howard Lester
    --------------------
    W. Howard Lester,
    its Chairman

ACCEPTED AND AGREED TO:

/s/ James E. Boike
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James E. Boike

May 8, 2003
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Date