Washington, D.C. 20549

                               AMENDMENT NO. 2 TO
                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                          Williams-Sonoma Incorporated
                                (Name of Issuer)

                     Common Stock, par value $0.01 per share
                         (Title of Class of Securities)

                                 (CUSIP Number)

                              December 31, 2008(1)
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

 [X] Rule 13d-1(b)

 [ ] Rule 13d-1(c)

 [ ] Rule 13d-1(d)

The information required in the remainder of this cover page 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 (however, see the


(1)  This amendment reports changes in beneficial ownership in the 2008 calendar

                               Page 1 of 5 Pages

CUSIP No.    969904101

1   Name of Reporting Person:    Taube Hodson Stonex Partners LLP
    I.R.S. Identification No. of above person (entities only):    Not Applicable

2   Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
                                                                         (b) [X]

3   SEC Use Only

4   Citizenship or Place of Organization:  England

NUMBER OF         5    Sole Voting Power: 7,640,521 shares
BENEFICIALLY      6    Shared Voting Power:  -0-
EACH              7    Sole Dispositive Power:  7,640,521 shares
PERSON            8    Shared Dispositive Power:  -0-

9   Aggregate Amount Beneficially Owned by Each Reporting Person:

10  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
    (See Instructions):                                                      [ ]

11  Percent of Class Represented by Amount in Row (9):  7.23%*

12  Type of Reporting Person:  FI

*    Currently  there are, based on the issuer's  quarterly  report on Form 10-Q
     for the quarterly  period ending  November 2, 2008,  105,664,000  shares of
     Common Stock outstanding.

                                Page 2 of 5 Pages

Item 1.

(a) Name of Issuer: Williams-Sonoma Incorporated

(b) Address of Issuer's Principal  Executive  Offices:
                                                    3250 Van Ness Avenue
                                                    San Francisco, CA 94133-1310

Item 2.

(a) Name of Person Filing: Taube Hudson Stonex Partners LLP

(b) Address of Principal Business Office
    or, if none, Residence:                     Cassini House 1st Floor
                                                57-59 St. James's Street
                                                London, SW1A 1LD

(c) Citizenship: England

(d) Title of Class of Securities: Common Stock, par value $0.01 per share

(e) CUSIP Number: 969904101

Item 3.

If this statement is filed pursuant to ss.240.13d-1(b) or ss.240.13d-2(b) or
(c), check whether the person filing is a:

(a)  [ ] Broker or dealer  registered  under  section  15 of the Act (15  U.S.C.

(b)  [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)  [ ] Insurance  company as defined in section 3(a)(19) of the Act (15 U.S.C.

(d)  [ ] Investment company registered under section 8 of the Investment Company
         Act of 1940 (15 U.S.C. 80a-8).

(e)  [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

(f)  [ ]  An  employee  benefit  plan  or  endowment  fund  in  accordance  with

(g)  [ ]  A  parent  holding  company  or  control  person  in  accordance  with

                               Page 3 of 5 Pages

(h)  [ ] A savings  associations  as  defined  in  Section  3(b) of the  Federal
         Deposit Insurance Act (12 U.S.C. 1813);

(i)  [ ] A church plan that is excluded  form the  definition  of an  investment
         company under section 3(c)(14) of the Investment Company Act of 1940
         (15 U.S.C. 80a-3);

(j)  [X] A non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J);

(k)  [ ] Group,  in accordance  with  ss.240.13d-1(b)(1)(ii)(K).  If filing as a
         non-U.S. institution in accordance with  ss.240.13d-1(b)(1)(ii)(J),
         please specify the type of institution:

Item 4. Ownership

         Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 7,640,521 shares

(b) Percent of class: 7.23%

(c) Number of shares as to which the person has:

         (i) sole power to vote or to direct the vote: 7,640,521 shares

         (ii) shared power to vote or to direct the vote: -0-

         (iii) sole power to dispose or to direct the disposition of: 7,640,521

         (iv) shared power to dispose or to direct the disposition of: -0-

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that 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. |_|

Item 6. Ownership of More than Five Percent on Behalf of Another Person

                  Not Applicable.

                                Page 4 of 5 Pages

Item 7. Identification  and Classification of the Subsidiary Which Acquired the
        Security Being Reported on By the Parent Holding Company

                  Not Applicable.

Item 8. Identification and Classification of Members of the Group

                  Not Applicable.

Item 9. Notice of Dissolution of Group

                  Not Applicable.

Item 10. Certification

         By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect. Further, to the best of the undersigned's knowledge and belief, the
foreign regulatory scheme applicable to the undersigned as an investment manager
regulated by the Financial Services Authority in the UK is substantially
comparable to the regulatory scheme applicable to the functionally equivalent
U.S. institution. The undersigned also undertakes to furnish to the Commission
staff, upon request, information that would otherwise be disclosed in a Schedule


         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

Date:  January 28, 2009                  TAUBE HODSON STONEX PARTNERS LLP

                                         By: /s/Kim Van Tonder
                                             Kim Van Tonder - Head of Compliance

                               Page 5 of 5 Pages