February 1, 2004


Edward Arnold Mueller
Williams-Sonoma Inc.
3250 Van Ness Avenue
San Francisco, CA 94109


RE:         Amended Schedule 13G


Enclosed pursuant to Rule 13d-2(b) under the Securities Exchange Act of 1934 is
a report on Schedule 13G reporting beneficial ownership at December 31, 2003 by
American Express Financial Corporation in Common Stock of Williams-Sonoma Inc.


Sincerely,


/s/ Steve Turbenson
---------------------
    Steve Turbenson
    Director - Fund Administration


Enclosure





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                  SCHEDULE 13G


                  Under the Securities and Exchange Act of 1934

                                   Amendment 1


                              Williams-Sonoma Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    969904101
--------------------------------------------------------------------------------
                                 (CUSIP Number)


The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act.





                               CUSIP NO. 969904101


1)     Name of Reporting Person           American Express Financial Corporation

       S.S. or I.R.S. Identification      IRS No. 13-3180631
       No. of Above Person

--------------------------------------------------------------------------------

2)     Check the Appropriate Box          (a) _________________
       if a Member of a Group             (b) X - Joint Filing

--------------------------------------------------------------------------------

3)     SEC Use Only

--------------------------------------------------------------------------------

4)     Citizenship or Place of
       Organization                       Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

       (5) Sole Voting Power              -0-
       ---------------------              ----------------
       (6) Shared Voting Power            3,004,470
       -----------------------            ----------------
       (7) Sole Dispositive Power         -0-
       --------------------------         ----------------
       (8) Shared Dispositive Power       5,049,901
       ----------------------------       ----------------

--------------------------------------------------------------------------------

9)     Aggregate Amount Beneficially
       Owned by Each Reporting Person     5,049,901

--------------------------------------------------------------------------------

10)    Check if the Aggregate Amount in
       Row (9) Excludes Certain Shares    Not Applicable

--------------------------------------------------------------------------------

11)    Percent of Class Represented by
       Amount In Row (9)                  4.3%

--------------------------------------------------------------------------------

12)    Type of Reporting Person           CO, IA, IV, IA

--------------------------------------------------------------------------------



1(a)   Name of Issuer:                    Williams-Sonoma Inc.

1(b)   Address of Issuer's Principal      3250 Van Ness Avenue
       Executive Offices:                 San Francisco, CA 94109

2(a)   Name of Person Filing:             American Express Financial Corporation


2(b)   Address of Principal Business Office:
                                          American Express Financial Corporation
                                          200 AXP Financial Center
                                          Minneapolis, MN  55474


2(c)   Citizenship:                       See Item 4 of Cover Page

2(d)   Title of Class of Securities:      Common Stock

2(e)   Cusip Number:                      969904101

3      Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):
               American Express Company, one of the persons filing this
               statement, is a Parent Holding Company in accordance with Rule
               13d-1(b)(ii)(G) and is an Investment Advisor registered under
               section 203 of the Investment Advisors Act of 1940.


4(a)   Amount Beneficially Owned as of December 31, 2003: See Item 9 of Cover
       Pages

4(b)   Percent of Class: See Item 11 of Cover Pages

4(c)   Number of Shares as to which such person has:

       (i)   Sole power to vote or to direct the vote: See Item 5 of Cover Pages

       (ii)  Shared power to vote or direct the vote: See Item 6 of Cover Pages

       (iii) Sole power to dispose or to direct the disposition of: See Item 7
             of Cover Pages

       (iv)  Shared power to dispose or to direct the disposition of: See
             Item 8 of Cover Pages



5          Ownership of 5% or Less of a Class:
           If this statement is being filed to report the fact as of the date
           hereof the reporting person has ceased to be the beneficial owner of
           more than five percent of the class of securities, check the
           following (X).

6          Ownership of more than 5% on Behalf of Another Person:

                                                   Not Applicable

7          Identification and Classification of the Subsidiary Which Acquired
           the Security Being Reported on by the Parent Holding Company:

                                                   See Exhibit I

8          Identification and Classification of Members of the Group:

                                                   Not Applicable

9          Notice of Dissolution of Group:

                                                   Not Applicable

10         Certification:

             By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were acquired in the ordinary
         course of business and were not acquired for the purpose of and do not
         have the effect of changing or influencing the control of the issuer of
         such securities and were not acquired in connection with or as a
         participant in any transaction having such purposes or effect.

             After reasonable inquiry and to the best of my knowledge and
         belief, I certify that the information set forth in this statement is
         true, complete and correct.

                                          American Express Financial Corporation


Dated: December 31, 2003                  By /s/ Steve Turbenson
                                             --------------------
                                                 Signature


                                          Steve Turbenson
                                          Director - Fund Administration
                                          Name/Title

                                          Telephone:         (612) 671-2059


                                  Exhibit Index


Exhibit I              Identification and Classification of the Subsidiary which
                       Acquired the Security Being Reported on by the Parent
                       Holding Company.

Exhibit II             Statement of American Express Financial Corporation





                                   Exhibit I

                                       to

                                  Schedule 13G

       American Express Financial Corporation, a Delaware Corporation, is a
parent holding company and is registered as investment advisor under section 203
of the Investment Advisor Act of 1940. The relevant subsidiaries and/or advised
accounts are: Investment companies registered under section 8 of the Investment
Company Act of 1940; IDS Life Insurance Company and American Express Asset
Management Group Inc., an investment advisor registered under section 203 of the
Investment Advisors Act of 1940.





                                   Exhibit II

                                       to

                                  Schedule 13G

                                    Under the

                         Securities Exchange Act of 1934


      Pursuant to Rule 13d-1(f)(1), American Express Financial Corporation
affirms that it is individually eligible to use Schedule 13G and agrees that
this Schedule is filed in its behalf and on behalf of it subsidiaries and
advised accounts.


                                          American Express Financial Corporation



                                          By: /s/ Steve Turbenson
                                              ----------------------------------
                                                  Steve Turbenson
                                                  Director - Fund Administration