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                                                                   EXHIBIT 10.52

                 TENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT

            This Amendment dated as of August 17, 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 "L/C
Agreement").

            B. The Bank and the Borrower are currently parties to a Syndicated
Credit Agreement dated as of June 1, 1997 among the Borrower, the several
financial institutions from time to time party thereto, and Bank of America
National Trust and Savings Association, as agent, as amended through the Sixth
Amendment thereto (the "Old Syndicate Agreement"). The Bank and the Borrower
have, or are about to, enter into a new syndicated credit agreement with the
Bank as agent for the lenders party thereto (the "New Syndicate Agreement"), at
which time the Old Syndicate Agreement will be terminated.

            C. The Bank and the Borrower desire to amend the L/C Agreement.

                                   AGREEMENT
                                   ---------

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

            2. Amendment. The L/C Agreement is amended as follows:

                  2.1 The term "Syndicated Credit Agreement" is amended to mean
      the Old Syndicate Agreement, notwithstanding any termination of the Old
      Syndicate Agreement.

                  2.2 Upon the effectiveness of the New Syndicate Agreement,
      all cash advances under the L/C Agreement must be repaid in full, and no
      further cash advances will be available under the L/C 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 L/C Agreement, as applied to
the L/C Agreement as amended hereby, are true and correct as of the date of
this Amendment as if made on the date of this Amendment, except to the extent
they expressly refer to a specific date.

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


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            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/ SHARON L. McCOLLAM
  ----------------------------              ----------------------------
Typed Name Michael Sanz                     Sharon L. McCollam
          --------------------              Vice President Finance
Title Vice President
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