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                                                                   EXHIBIT 10.51

                 NINTH AMENDMENT TO LETTER OF CREDIT AGREEMENT

     This Amendment dated as of July 31, 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 in this Amendment
shall have the meanings given to them in the Agreement.

     2. Amendment. The Agreement is amended as follows:

          2.1 The definition of "Expiration Date" in the Agreement is amended
to read as follows:

               "Expiration Date" means October 31, 2000.

          2.2 The first sentence of paragraph 2.1 of the Agreement is amended
to read as follows:

     At the request of the Borrower, between the date of this Agreement and the
     Expiration Date, the Bank will issue for the account of the Borrower
     commercial and standby letters of credit and will make cash advances to
     the Borrower.

          2.3 The first sentence of paragraph 2.2 of the Agreement is amended
to read as follows:

     The amount of the letters of credit outstanding at any one time (including
     the drawn and unreimbursed amounts of the letters of credit) plus the
     amount of cash advances outstanding under this facility may not exceed
     Ninety Million Dollars ($90,000,000).

          2.4 A new paragraph 2.8 is added as follows:

               2.8 Cash Advances. All cash advances under this facility shall
     be repaid on the Expiration Date. Cash advances under this facility shall
     be used for working capital purposes. Cash advances shall bear interest
     subject to the terms of paragraphs 2A.2, 2A.3, 2A.4, 2A.7 and 2A.8 of this
     Agreement. The Applicable Margin for this facility shall be the following
     amounts per annum:


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                      ------------------------------------
                               Applicable Margin
                          (in basis points per annum)
                      ------------------------------------
                      Base Rate +     London/Cayman Rate +
                      ------------------------------------
                            0                 50
                      ------------------------------------


          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.

                    (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/ MICHAEL SANZ                          By /s/ JOHN W. TATE
   -----------------------------                -----------------------------
   Michael Sanz                                 John W. Tate
   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 Ninth
Amendment to 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 July 31, 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

                                        POTTERY BARN KIDS, INC.


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


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                                        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




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