EXHIBIT 3.3

                           CERTIFICATE OF AMENDMENT OF
                      RESTATED ARTICLES OF INCORPORATION OF
                              WILLIAMS-SONOMA, INC.



         Sharon L. McCollam and Charles K. Birkett certify that:

         1. They are the Senior Vice President and Chief Financial Officer and
the Assistant Secretary, respectively, of Williams-Sonoma, Inc., a California
corporation.

         2. Article III of the Restated Articles of Incorporation of this
corporation is amended to read in its entirety as follows:

                                  "ARTICLE III

         (a) This corporation is authorized to issue two classes of shares:
         Common and Preferred. The number of Preferred shares authorized to be
         issued is 7,500,000, with a par value of one cent ($.01) per share, and
         the number of Common shares authorized to be issued is 253,125,000,
         with a par value of one cent ($.01) per share.

                  Upon the filing and effectiveness of this Certificate of
         Amendment of Articles of Incorporation, each outstanding Common share
         of the corporation shall be split and converted into two Common shares
         of the corporation.

         (b) The Preferred shares may be divided into such number or series as
         the board of directors may determine. The board of directors is
         authorized to determine and alter the rights, preferences, privileges
         and restrictions granted to and imposed upon the Preferred shares or
         any series thereof with respect to any wholly unissued class or series
         of Preferred shares, and to fix the number of shares of any series of
         Preferred shares and the designation of any such series of Preferred
         shares. The board of directors, within the limits and restrictions
         stated in any resolution or resolutions of the board of directors
         originally fixing the number of shares constituting any series, may
         increase or decrease (but not below the number of shares of such series
         then outstanding) the number of shares of any series subsequent to the
         issue of shares of that series."

         3. The foregoing amendment of the Restated Articles of Incorporation
shall be effective as of the close of business on the date of filing with the
Secretary of State.

         4. The foregoing amendment of the Restated Articles of Incorporation
has been duly approved by the Board of Directors of this corporation in
accordance with the provisions of Sections 902(c) of the California General
Corporation Law. The board alone is entitled to approve this amendment without
shareholder approval because the amendment provides for only a stock split of
the Common shares and a proportional increase in the authorized number of Common
shares. This corporation has only Common shares outstanding.



         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.

         Executed at San Francisco, California, this 25th day of April, 2004.

                               /s/ Sharon L. McCollam
                               -------------------------------------------------
                               Sharon L. McCollam

                               Senior Vice President and Chief Financial Officer

                               /s/ Charles K. Birkett
                               -------------------------------------------------
                               Charles K. Birkett
                               Assistant Secretary


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