ETHAN ALLEN INTERIORS INC
10-Q, 1999-02-12
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


For the quarterly period ended                  December 31, 1998
                               -------------------------------------------------

                                   or

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                       to
                               -------------------------------------------------

Commission File Number:                            1-11692
                       ---------------------------------------------------------

 Ethan Allen Interiors Inc.; Ethan Allen Inc.; Ethan Allen Finance Corporation;
       Ethan Allen Manufacturing Corporation; Andover Wood Products Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                    06-1275288
- --------------------------------------------------------------------------------
(State or other jurisdiction of                    (I.R.S. Employer ID No.)
 incorporation or organization)

                  Ethan Allen Drive, Danbury, Connecticut 06811
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (203) 743-8000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                                  [X] Yes [ ] No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                                                                  [ ] Yes [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.


                         27,233,006 at December 31, 1998

<PAGE>



                           ETHAN ALLEN INTERIORS INC.
                                 AND SUBSIDIARY



                                     INDEX



                                                                          PAGE
                                                                          ----

Part I.       Financial Information:

 Item 1.      Consolidated  Financial  Statements  as of
              December 31 and June 30, 1998 and for the
              three and six months ended  December
              31, 1998 and 1997 (unaudited):

              Consolidated Balance Sheets                                   2

              Consolidated Statements of Income                             3

              Consolidated Statements of Cash Flows                         4

              Consolidated Statement of Shareholders'
              Equity                                                        5

              Notes to Consolidated Financial
              Statements                                                    6

 Item 2.      Management Discussion and Analysis
              of Financial Condition and Results
              of Operations                                                10

 Item 3.      Quantitative  and  Qualitative
              Disclosure about Market Risk                                 13


Part II.      Other Information:                                           14

 Item 1.      Legal Proceedings

 Item 2.      Changes in Securities

 Item 6.      Exhibits and reports on Form 8-K

 Signatures


<PAGE>



                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                           Consolidated Balance Sheets
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                 December 31,
                                                                     1998        June 30,
                                                                 (unaudited)       1998
                                                                 -----------  ------------

<S>                                                                  <C>           <C>

Current assets:
  Cash and cash equivalents                                      $  10,941    $  19,380
  Accounts receivable, less allowances of
    $2,016 and $2,022 at December 31 and
    June 30, 1998, respectively                                     31,220       35,640
  Notes receivable, current portion, less
    allowances of $113 and $27 at December
    31 and June 30, 1998, respectively                                 658          686
  Inventories (note 3)                                             133,377      114,364
  Prepaid expenses and other current assets                         14,413       10,735
  Deferred income taxes                                              8,112        7,094
                                                                 ---------    ---------

       Total current assets                                        198,721      187,899
                                                                 ---------    ---------

Property, plant and equipment, net                                 203,117      188,171
Property held for sale (note 4)                                        484        1,129
Notes receivable, net of current portion, less
  allowance of $117 and $259 at December 31 and
  June 30, 1998, respectively                                        1,387        1,790
Intangibles, net of amortization of $15,904 and
   $15,060 at December 31 and June 30, 1998,
   respectively                                                     52,141       50,773
Deferred financing costs, net of amortization of
   $2,395 and $2,280 at December 31 and June 30,
   1998, respectively                                                  517          632
Other assets                                                         3,082        2,729
                                                                 ---------    ---------
     Total assets                                                $ 459,449    $ 433,123
                                                                 =========    =========

     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt and
   capital lease obligations                                     $   1,053    $     879
  Accounts payable                                                  56,765       51,135
  Accrued expenses                                                   9,136        5,863
  Accrued compensation and benefits                                 15,339       15,735
                                                                 ---------    ---------
     Total current liabilities                                      82,293       73,612
                                                                 ---------    ---------

Long-term debt, less current maturities                             35,648       11,480
Obligations under capital leases, less current
  maturities                                                           483        1,016
Other long-term liabilities, principally long-term
  compensation and environmental                                       791          812
Deferred income taxes                                               31,998       31,883
                                                                 ---------    ---------
     Total liabilities                                             151,213      118,803
                                                                 ---------    ---------

Commitments and Contingencies (note 5)

Shareholders' equity:
Class A common stock, par value $.01, 70,000,000
  shares authorized, 29,716,573 and 29,669,470 shares
  issued at December 31 and June 30, 1998, respectively                296          296
Preferred stock, par value $.01, 1,055,000 shares
  authorized, no shares issued and outstanding at
  December 31 and June 30, 1998, respectively                         --           --
Additional paid-in capital                                         265,655      262,462
                                                                 ---------    ---------
                                                                   265,951      262,758
Less:  Treasury stock (at cost) 2,483,567 and 1,216,096 shares
     at December 31 and June 30, 1998, respectively                (78,242)     (33,750)
                                                                 ---------    ---------

                                                                   187,709      229,008
Retained Earnings                                                  120,527       85,312
                                                                 ---------    ---------
      Total shareholders' equity                                   308,236      314,320
                                                                 ---------    ---------

      Total liabilities and shareholders' equity                 $ 459,449    $ 433,123
                                                                 =========    =========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>


                                              Three Months           Six Months
                                           Ended December 31,    Ended December 31,
                                             1998       1997       1998       1997
                                           --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>


Net sales                                  $193,674   $172,743   $359,900   $325,237
Cost of sales                               103,918     92,030    193,140    173,758
                                           --------   --------   --------   --------
    Gross profit                             89,756     80,713    166,760    151,479

Operating expenses:
  Selling                                    30,640     26,567     58,464     52,894
  General and administrative                 24,287     22,033     46,879     42,512
                                           --------   --------   --------   --------

    Operating income                         34,829     32,113     61,417     56,073
                                           --------   --------   --------   --------

Interest and other miscellaneous
  income, net                                   348      1,014        818      1,802

Interest and related expense:
  Interest expense                              594      1,390        890      2,794
  Amortization of deferred
    financing costs                              57        102        115        211
                                           --------   --------   --------   --------
                                                651      1,492      1,005      3,005
                                           --------   --------   --------   --------

  Income before income taxes                 34,526     31,635     61,230     54,870

Income tax expense                           13,340     12,544     23,835     21,745
                                           --------   --------   --------   --------

  Net income                               $ 21,186   $ 19,091   $ 37,395   $ 33,125
                                           ========   ========   ========   ========
Per share data (note 7):

  Net Income per basic share               $   0.77   $   0.66   $   1.35   $   1.15
                                           ========   ========   ========   ========

  Basic weighted average common shares
   outstanding                               27,476     28,713     27,741     28,727

  Net Income per diluted share             $   0.75   $   0.65   $   1.32   $   1.13
                                           ========   ========   ========   ========

  Diluted weighted average common shares
   outstanding                               28,061     29,380     28,362     29,338

  Dividend declared per
   common share                            $   0.04   $   0.03   $   0.08   $   0.06
                                           ========   ========   ========   ========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                      Six Months
                                                                  Ended December 31,
                                                                    1998        1997
                                                                 --------    ---------

<S>                                                                 <C>          <C>

Operating activities:
   Net income                                                    $ 37,395    $ 33,125
   Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation and amortization                                 7,903       8,115
      Provision for deferred income taxes                            (903)       (896)
      Other non-cash charges                                          344          82
      Change in:
         Accounts receivable                                        4,363       3,997
         Inventories                                              (15,757)     (1,277)
         Prepaid and other current assets                          (3,678)     (4,127)
         Other assets                                                (850)     (1,122)
         Accounts payable                                           8,039       8,470
         Accrued expenses                                           2,938        (525)
         Other long-term liabilities                                  (21)        (27)
                                                                 --------    -------- 
 Net cash provided by operating activities                         39,773      45,815
                                                                 --------    -------- 

Investing activities:
   Proceeds from the disposal of property, plant and equipment       --           780
   Capital expenditures                                           (21,091)    (13,446)
   Payments received on long-term notes receivable                    486       1,182
   Disbursements made for long-term notes receivable                 --           (77)
   Acquisition of business - Inventory                             (3,256)       --
   Excess of Purchase price over cost                              (2,212)       --
   Redemptions of short term securities                              --        10,476
   Investments in short term securities                              --       (12,295)
                                                                 --------    -------- 
  Net cash used in investing activities                           (26,073)    (13,380)
                                                                 --------    -------- 
Financing activities:
   Payments to acquire treasury stock                             (44,492)     (4,842)
   Payments on revolving credit facility                          (30,000)       --
   Borrowings on revolving credit facility                         54,500        --
   Other long-term borrowings                                        --           111
   Redemption of Senior Notes                                        --          (139)
   Payments on long-term debt, including current maturities           (76)        (76)
   Payments under capital leases                                     (614)       (821)
   Issuance of capital stock                                          784       1,015
   Payment of dividends                                            (2,241)     (1,726)
                                                                 --------    -------- 
Net cash used in financing activities                             (22,139)     (6,478)
                                                                 --------    -------- 

Net increase in cash and cash equivalents                          (8,439)     25,957
Cash and cash equivalents at beginning of period                   19,380      21,866
                                                                 --------    -------- 

Cash and cash equivalents at end of period                       $ 10,941    $ 47,823
                                                                 ========    ========

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                 Consolidated Statements of Shareholders' Equity
                       Six Months Ended December 31, 1998
                                   (Unaudited)
                             (Dollars in thousands)


<TABLE>
<CAPTION>

                                            Additional
                                  Common    Paid-In       Treasury       Retained
                                  Stock     Capital       Stock          Earnings     Total
                                  ------    ----------    -----------    ---------    ----------

<S>                                 <C>         <C>           <C>           <C>          <C>


Balance at June 30, 1998          $  296    $  262,462    $  (33,750)    $  85,312    $  314,320

   Issuance of common stock          -             784         --            --              784

   Purchase of 1,267,471 shares
      treasury stock                 -           --          (44,492)        --          (44,492)

   Tax benefit associated with
     the exercise of employee
     options and warrants            -           2,409         --            --            2,409

   Dividends declared                -           --            --           (2,180)       (2,180)


   Net income                        -           --            --           37,395        37,395
                                  -------   ----------    -----------    ---------    ----------
Balance at December 31, 1998      $   296   $  265,655    $  (78,242)    $ 120,527    $  308,236
                                  =======   ==========    ===========    =========    ==========


See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                                   (Unaudited)

(1)       Basis of Presentation

          Ethan Allen Interiors Inc. (the  "Company") is a Delaware  corporation
          incorporated on May 25, 1989. The  consolidated  financial  statements
          include the  accounts of the Company and its  wholly-owned  subsidiary
          Ethan Allen Inc. ("Ethan Allen") and Ethan Allen's  subsidiaries.  All
          of Ethan Allen's  capital  stock is owned by the Company.  The Company
          has no other assets or operating  results other than those  associated
          with its investment in Ethan Allen.


(2)       Interim Financial Presentation

          All  significant  intercompany  accounts  and  transactions  have been
          eliminated in the consolidated financial statements.

          In the opinion of the Company,  all  adjustments,  consisting  only of
          normal recurring accruals  necessary for fair presentation,  have been
          included in the financial  statements.  The results of operations  for
          the three and six months ended  December 31, 1998 are not  necessarily
          indicative of results for the fiscal year.


(3)       Inventories

          Inventories at December 31 and June 30, 1998 are summarized as follows
          (dollars in thousands):

                                    December 31,               June 30,
                                        1998                     1998
                                    ------------              ----------

Retail merchandise                   $ 46,234                 $ 38,329
Finished products                      34,817                   28,931
Work in process                        16,464                   15,707
Raw materials                          35,862                   31,397
                                     --------                 --------
                                     $133,377                 $114,364
                                     ========                 ========

(4)       Property Held for Sale

          Property held for sale is recorded at lower of cost or net  realizable
          values.

(5)       Contingencies

          The Company has been named as a potentially  responsible party ("PRP")
          for the  cleanup  of four  sites  currently  listed  or  proposed  for
          inclusion  on  the  National   Priorities   List  ("NPL")   under  the
          Comprehensive  Environmental Response,  Compensation and Liability Act
          of 1980  ("CERCLA").  Numerous  other parties have been  identified as
          PRP's at these sites. Liability under CERCLA may be joint and several.
          The Company has total reserves of $500,000  applicable to these sites,
          which the  Company  believes  is  sufficient  to cover  any  resulting
          liability.  With respect to all of these sites,  the Company  believes
          that it is not a major  contributor  based on the very small volume of
          waste  generated  by the Company in  relation  to total  volume at the
          site. The Company has concluded its involvement  with one site and has
          settled as a  de-minimis  party.  For two of the sites,  the  remedial
          investigation is ongoing.  A volume based allocation of responsibility
          among the parties has been prepared.  With respect to the fourth site,
          a consent  decree to finally  resolve the matter with the EPA has been
          signed  and the  Company  has  entered  upon a program  to design  and
          construct a landfill cap of the Parker  Landfill site. The cap will be
          funded by a number of parties  including the Federal  Government,  the
          State  of  Vermont  and  other  companies  who  contributed  hazardous
          materials to the site.  Another  company is responsible for the ground
          water  remediation  and still another is responsible for operation and
          maintenance.

(6)       Wholly-Owned Subsidiary

          The Company owns all of the outstanding  stock of Ethan Allen,  has no
          material  assets other than its  ownership  of Ethan Allen stock,  and
          conducts all significant  operating  transactions through Ethan Allen.
          The Company has guaranteed Ethan Allen's  obligations under the Credit
          Agreement and has pledged all the  outstanding  capital stock of Ethan
          Allen to secure its guarantee under its Credit Agreement.
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                                   (Unaudited)


          The condensed balance sheets of Ethan Allen as of December 31 and June
          30, 1998 are as follows (dollars in thousands):

                                   December 31,               June 30,
                                      1998                      1998
                                   ------------              ----------
Assets
- ------

Current assets                       $198,705                 $187,677
Non-current assets                    344,797                  282,874
                                     --------                 --------

         Total assets                $543,502                 $470,551
                                     ========                 ========

Liabilities
- -----------

Current liabilities                  $ 81,096                 $ 72,380
Non-current liabilities                68,920                   45,191
                                     --------                 --------

         Total liabilities           $150,016                 $117,571
                                     ========                 ========

          A summary of Ethan  Allen's  operating  activity for the three and six
          months  ended  December 31, 1998 and 1997,  is as follows  (dollars in
          thousands):

                                 Three Months            Six Months
                               Ended December 31,     Ended December 31,
                                 1998     1997          1998       1997
                              --------   --------     --------   ---------

Net sales                     $193,674   $172,743     $359,900   $325,237
Gross profit                    89,756     80,713      166,760    151,479
Operating income                34,865     32,134       61,488     56,114
Interest expense                   594      1,390          890      2,794
Amortization of deferred
  financing costs                   57        102          115        211
Income before income
  tax expense                   34,562     31,656       61,301     54,911
Net income                      21,222     19,112       37,466     33,166


7)        Earnings per Share

          Basic and diluted  earnings  per share are  calculated  based upon the
          provisions of SFAS 128, using the following share data (in thousands):

                                          Three Months           Six Months
                                        Ended December 31,    Ended December 31,
                                          1998     1997         1998      1997
                                       --------  ---------    --------  -------

Weighted average common
  shares outstanding for
     basic calculation                  27,476   28,713         27,741   28,727

Add: Effect of stock
  options and warrants                     585      667            621      611

Weighted average common
 shares outstanding - adjusted for
diluted calculation                     28,061   29,380         28,362   29,338

8)       Segment Information

         The Company's  operations  are classified  into two business  segments:
         wholesale and retail home  furnishings.  The wholesale home furnishings
         segment  is  principally   involved  in  the   manufacture,   sale  and
         distribution   of  home   furnishings   products   to  a   network   of
         independently-owned  and Ethan  Allen-owned  stores.  The  retail  home
         furnishings segment sells home furnishing products through a network of
         Ethan  Allen-owned  stores.  These products consist of case goods (wood
         furniture),  upholstered products,  home accessories and indoor/outdoor
         furniture.

         Wholesale  profitability  includes the wholesale  gross margin which is
         earned  on  wholesale  sales  to all  retail  stores,  including  Ethan
         Allen-owned  stores.  Retail  profitability  includes the retail margin
         which  is  earned  based on  purchases  from  the  wholesale  business.
         Inter-segment  elimination's primarily comprise the wholesale sales and
         profit  on  the  transfer  of  inventory  between  segments.  Operating
         earnings by business  segment are defined as sales less operating costs
         and expenses.  Income and expense  items,  such as corporate  operating
         expenses,  are included in the applicable segment.  Identifiable assets
         are those assets used  exclusively  in the  operations of each business
         segment. Corporate assets principally comprise cash, deferred financing
         costs, and deferred income taxes.

<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                                   (Unaudited)


The  following  table  presents  revenue and  operating  earnings by  respective
business  segment for the three and six months ended  December 31, 1998 and 1997
(in thousands):

Three Months ended December 31, 1998:
<TABLE>
<CAPTION>

                                                         Inter-Segment
                                   Wholesale     Retail    Elimation    Consolidated
                                   ---------     ------    ---------    ------------
<S>                                   <C>         <C>          <C>          <C>

Net sales                          $160,193    $ 75,639    $(42,158)    $193,674
Operating income                     30,972       4,634        (777)      34,829
Interest and other
     income                             292          56        --            348
Interest expense                        451         143        --            594
Amortization deferred
     financing costs                     39          18        --             57
Income before income
     tax expense                   $ 30,774    $  4,529    $   (777)    $ 34,526

Three Months ended December 31, 1997:

                                                         Inter-Segment
                                   Wholesale     Retail    Elimation    Consolidated
                                   ---------     ------    ---------    ------------
<S>                                   <C>         <C>          <C>          <C>
Net sales                          $144,014    $ 61,150    $(32,421)    $172,743
Gross profit                         54,007      27,263        (557)      80,713
Operating income                     28,011       4,173         (71)      32,113
Interest and other
     income                             959          55        --          1,014
Interest expense                      1,051         339        --          1,390
Amortization deferred
     financing costs                     73          29        --            102
Income before income
     tax expense                   $ 27,846    $  3,860    $    (71)    $ 31,635

Six Months ended December 31, 1998:

                                                         Inter-Segment
                                   Wholesale     Retail    Elimation    Consolidated
                                   ---------     ------    ---------    ------------
<S>                                   <C>         <C>          <C>          <C>
Net sales                          $301,509    $137,444    $(79,053)    $359,900
Gross profit                        109,271      60,632      (3,143)     166,760
Operating income                     57,074       6,656      (2,313)      61,417
Interest and other
     income                             655         163        --            818
Interest expense                        687         203        --            890
Amortization deferred
     financing costs                     85          30        --            115
Income before income
     tax expense                   $ 56,957    $  6,586    $ (2,313)    $ 61,230

Six Months ended December 31, 1997:

                                                         Inter-Segment
                                   Wholesale     Retail    Elimation    Consolidated
                                   ---------     ------    ---------    ------------
<S>                                   <C>         <C>          <C>          <C>
Net sales                          $274,238    $113,636    $(62,637)    $325,237
Gross profit                        103,481      50,586      (2,588)     151,479
Operating income                     51,022       6,709      (1,658)      56,073
Interest and other
     income                           1,686         116        --          1,802
Interest expense                      2,109         685        --          2,794
Amortization deferred
     financing costs                    155          56        --            211
Income before income
     tax expense                   $ 50,444    $  6,084    $ (1,658)    $ 54,870
</TABLE>
<PAGE>


                      MANAGEMENT DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         The  discussions  set  forth  in  this  form  10-Q  should  be  read in
conjunction with the financial  information included herein the Company's Annual
Report on Form 10-K for the year ended June 30,  1998.  Management's  discussion
and analysis of financial condition and results of operations and other sections
of this report contain forward-looking  statements relating to future results of
the  Company.   Such  forward-looking   statements  are  identified  by  use  of
forward-looking words such as "anticipates",  "believes",  "plans", "estimates",
"expects",  and  "intends"  or words or  phrases of  similar  expression.  These
forward-looking  statements  are  subject  to  various  assumptions,   risk  and
uncertainties,  including but not limited to,  changes in political and economic
conditions,  demand for the  Company's  products,  acceptance  of new  products,
conditions in the various real estate  markets where the Company does  business,
developments  affecting  the  Company's  products and to those  discussed in the
Company's  filings with the  Securities  and Exchange  Commission.  Accordingly,
actual  results  could  differ   materially  from  those   contemplated  by  the
forward-looking statements.

Results of Operations

         Ethan Allen's revenues are comprised of wholesale sales to dealer-owned
stores and retail  sales of Ethan  Allen-owned  stores as  follows  (dollars  in
millions):

                                            Three Months          Six Months
                                               Ended                Ended
                                            December 31,          December 31,
                                         1998       1997       1998       1997
                                       --------   --------   --------   --------
Revenues:

Net wholesale sales to
 dealer-owned stores                   $  115.6   $  106.9   $  217.5   $  202.0
Net retail sales of Ethan
 Allen-owned stores                        75.6       61.2      137.4      113.7
Other revenues                              2.5        4.6        5.0        9.5
                                       --------   --------   --------   --------
  Total                                $  193.7   $  172.7   $  359.9   $  325.2
                                       ========   ========   ========   ========

Three  Months  Ended  December  31,  1998  Compared to Three
Months Ended December 31, 1997

     Sales for the three  months  ended  December  31, 1998  increased  by $21.0
million,  or 12.1%,  over the  corresponding  period in the prior year to $193.7
million.  Net sales by Ethan Allen-owned stores increased $14.4 million or 23.5%
to $75.6 million and net sales to dealer-owned  stores increased $8.7 million or
8.1% to $115.6  million.  Sales growth has resulted  from  increased  sales from
relocated  and  new  stores,  new  product  offerings,   and  expanded  national
television  advertising.  At December 31, 1998, there were 315 total stores,  of
which 243 were dealer-owned,  as compared to 306 total stores, of which 241 were
dealer-owned at December 31, 1997.

     The increase in retail sales by Ethan Allen-owned stores is attributable to
a 13.7%, or $7.9 million  increase in comparable store sales, and an increase in
sales  generated by newly opened or acquired  stores of $7.9 million,  partially
offset by closed stores, which generated $1.4 million less in sales in the three
months ended  December  31, 1998 as compared to the three months ended  December
31, 1997.

     Comparable  stores are stores that, if newly opened,  have been open for at
least 15 months.  Ethan Allen's retail business is principally special order and
minimal net sales are  generated  during the first three months of operations of
newly opened stores. Stores acquired from dealers by Ethan Allen are included in
comparable  store  sales in their  thirteenth  full  month of Ethan  Allen-owned
operations.

     Gross profit for the three months ended December 31, 1998 increased by $9.0
million,  or 11.2%  from the  three  months  ended  December  31,  1997 to $89.8
million.  This increase is attributable to higher sales volume  partially offset
by a decrease in gross margin from 46.7% in the three months ended  December 31,
1997 to 46.3% in the three months ended  December 31, 1998.  Gross  margins have
been negatively  impacted by higher employee  benefit costs, and price increases
in certain lumber species,  purchased wood parts and finishing materials.  These
factors  have been  partially  offset by the  leverage  benefit of higher  sales
volumes, a higher proportionate level of retail sales, gains in manufacturing

<PAGE>


efficiencies,  higher production levels and streamlined work processes.  A price
increase was implemented on selected items for orders received after December 1,
1998. This, however,  did not significantly  impact second quarter margins.  The
full effect of the price increase is not expected until the fourth quarter, with
some benefit in the third quarter.

     Selling,  general and  administrative  expenses increased $6.3 million from
$48.6  million,  or 28.1% of net sales,  in the three months ended  December 31,
1997 to $54.9 million, or 28.4% of net sales, in the three months ended December
31,  1998.  This  increase  is  principally  attributable  to an increase in the
operating  expenses of Ethan  Allen-owned  stores of $5.9  million due to higher
sales volumes and the addition of new stores.

     Operating  income for the three  months  ended  December 31, 1998 was $34.8
million or 18.0% of sales,  an increase of $2.7 million as compared to the three
months ended December 31, 1997. Wholesale operating income was $31.0 million for
the three months ended December 31, 1998, reflecting an increase of $3.0 million
as compared to the prior year period.  This increase is  attributable  to higher
sales volumes  partially  offset by a slight decline in the wholesale  operating
margin.  Retail  operating  income was $4.6  million for the three  months ended
December 31, 1998, an increase of $0.4 million from the prior year.

     Interest expense,  including the amortization of deferred  financing costs,
for the three months ended  December 31, 1998  decreased by $0.8 million to $0.7
million from $1.5 million in the three  months ended  December 31, 1997,  due to
lower debt balances outstanding.

     Income tax expense of $13.3 million was recorded for the three months ended
December 31, 1998, as compared to $12.5  million in the prior year quarter.  The
Company's  effective  tax rate for the three months ended  December 31, 1998 was
38.6% as compared to 39.6% in the three  months ended  December  31,  1997.  The
decline in the effective tax rate in the three months ended December 31, 1998 as
compared to the corresponding period in the prior year is the result of planning
strategies  initiated by the Company during the quarter. The Company anticipates
that the effective  tax rate going  forward will be consistent  with that of the
quarter ended December 31, 1998.

     For the three months ended  December  31,  1998,  the Company  recorded net
income of $21.2  million,  compared  to net  income for the three  months  ended
December 31, 1997 of $19.1 million.


Six Months  Ended  December  31,  1998  Compared to Six Months
Ended December 31, 1997

     Sales  for the six  months  ended  December  31,  1998  increased  by $34.7
million,  or  10.7%,  over the six  months  ended  December  31,  1997 to $359.9
million.  Net retail  sales by Ethan  Allen-owned  stores  increased by 21.0% to
$137.4  million and sales to  dealer-owned  stores  increased  by 7.7% to $217.5
million.  The  increase  in sales  to  dealer-owned  stores  has  resulted  from
increased  sales from  relocated and new stores,  newer product  offerings,  and
expanded national television advertising.

     The increase in retail sales by Ethan Allen-owned stores is attributable to
a 12.6% or $13.7 million  increase in comparable store sales, and an increase in
sales generated by newly opened or acquired  stores of $12.8 million,  partially
offset by closed  stores which  generated  $2.8 million less in sales in the six
months ended  December 31, 1998 as compared to the six months ended December 31,
1997.

     Gross profit for the six months ended  December 31, 1998 increased by $15.3
million from the six months  ended  December  31, 1997 to $166.8  million.  This
increase is attributable to higher sales volume partially offset by a decline in
gross  margin from 46.6% in the six months  ended  December 31, 1997 to 46.3% in
the six months  ended  December  31, 1998.  Gross  margins have been  negatively
impacted by higher employee benefit costs, and price increases in certain lumber
species,  purchased wood parts and finishing materials.  These factors have been
partially  offset by the  leverage  benefit  of a higher  sales  volume,  higher
proportionate level of retail sales, gains in manufacturing efficiencies, higher
production  levels  and  streamlined  work  processes.   Selling,   general  and
administrative  expenses increased $9.9 million from $95.4 million,  or 29.3% of
net sales, in the six months ended December 31, 1997 to $105.3 million, or 29.3%
of net sales, in the six months ended December 31, 1998.

     Operating  income  for the six months  ended  December  31,  1998 was $61.4
million or 17.1% of sales,  an increase of $5.3 million,  as compared to the six
months ended December 31, 1997. Wholesale operating income was $57.1 million for
the six months ended  December 31, 1998, an increase of $6.1 million as compared
to the six months ended  December 31, 1997.  This  increase is  attributable  to
higher sales volumes  partially offset by lower gross margins.  Retail operating
income was $6.7  million for the six months ended  December  31, 1998,  which is
comparable to the operating margin for the six months ended December 31, 1997.

     Interest expense,  including the amortization of deferred  financing costs,
for the six months  ended  December  31, 1998  decreased by $2.0 million to $1.0
million,  as  compared  to the prior year  period,  due to lower  debt  balances
outstanding.

     Income tax expense of $23.8 million or an effective tax rate of 38.9%,  was
recorded  for the six months  ended  December  31,  1998,  as  compared to $21.7
million or an effective rate of 39.6% in the prior year period.

     For the six months ended December 31, 1998, the Company recorded net income
of $37.4  million,  compared to net income for the six months ended December 31,
1997 of $33.1 million.

Financial Condition and Liquidity

     Principal sources of liquidity are cash flow from operations and additional
borrowing  capacity under the revolving  credit  facility.  Net cash provided by
operating activities totaled $39.8 million for the six months ended December 31,
1998,  as compared to $45.8  million in the six months ended  December 31, 1997.
Net income for the six months ended  December  31, 1998 was $4.3 million  higher
than the net income reported for the six months ended December 31, 1997. For the
six months ended  December  31, 1998,  inventories  increased  $15.8  million as
compared  to a $1.3  million  increase in the prior year  period.  Additionally,
accrued  expenses  decreased  $2.9 million in the six months ended  December 31,
1998 as compared  to a $0.5  million  increase in accrued  expenses in the prior
year period.  At December 31,  1998,  the Company had working  capital of $116.4
million and a current ratio of 2.41 to 1.

     During the six months ended  December 31, 1998,  capital  spending  totaled
$21.1 million as compared to $13.4 million in the six months ended  December 31,
1997.  Capital  expenditures in fiscal 1999 are anticipated to be  approximately
$50.0  million.  The  Company  anticipates  that  cash from  operations  will be
sufficient  to fund this level of capital  expenditures.  The  current  level of
anticipated capital spending,  which is attributable  primarily to manufacturing
efficiency  improvements and new store openings, is expected to continue for the
foreseeable future.

     Total debt  outstanding at December 31, 1998 is $37.2 million.  At December
31,  1998,  there was $24.5  million in  outstanding  revolving  loans under the
Credit  Agreement.  Trade and standby  letters of credit of $15.4  million  were
outstanding as of December 31, 1998.

     As of December 31, 1998,  aggregate scheduled  maturities of long-term debt
for each of the next five fiscal years are $0.4  million,  $24.7  million,  $2.6
million, $0.2 million and $0.1 million,  respectively.  Management believes that
the  Company's  cash flow from  operations,  together  with its other  available
sources  of  liquidity,  will be  adequate  to make  all  required  payments  of
principal and interest on its debt, to permit anticipated  capital  expenditures
and to fund working capital and other cash requirements.

     The Company  may,  from time to time,  either  directly or through  agents,
repurchase its common stock in the open market through  negotiated  purchases or
otherwise,  at prices and on terms  satisfactory to the Company.  During the six
months ended  December 31, 1998,  1,267,471  shares were purchased at an average
price of $35.10 per share. Depending on

<PAGE>


market prices and other conditions  relevant to the Company,  such purchases may
be discontinued at any time.

Year 2000

     The  Company  expects to  implement  the systems  and  programming  changes
necessary  to address  Year 2000  issues and does not  believe  the cost of such
actions will have a material  effect on the  Company's  results of operations or
financial  condition.  However,  there is no  guarantee  that the  Company,  its
suppliers or other third  parties will be able to make all of the  modifications
necessary  to  address  Year 2000  issues on a timely  basis.  This could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of  operations.  The  Company  views all of its  retail,  wholesale  and
manufacturing  applications as mission critical.  The Company recently converted
its retail,  wholesale and a portion of its manufacturing  applications onto one
single mid range computer,  utilizing newly acquired  integrated  software.  The
newly  implemented  software is  substantially  compliant,  with all date fields
expanded to four digits. The Company has set up a redundant  environment and has
rolled  the date  forward  to the year 2000 and is  testing  all of it  business
transactions. The testing of these recently implemented applications is expected
to be completed by June 30, 1999.

     Concurrently  with  the  aforementioned   project,  the  Company  has  been
remediating its pre-existing  manufacturing systems. This process is complete in
the Company's wood manufacturing facilities.  Substantial progress has been made
in the Company's upholstered and accessory  manufacturing systems. These systems
are expected to be fully compliant by March 31, 1999.

     Investments  have been made in the  Company's  peripheral  hardware.  These
investments were  necessitated by the retail and wholesale  systems  conversion.
The Company is currently  compiling a list of hardware and  associated  software
that has not been  recently  replaced.  The Company  expects all  hardware to be
remediated or replaced by June 30, 1999.

     The Company's vertical  integrated  structure might to some degree mitigate
the impact of third  parties' Year 2000 issues to adversely  affect the Company.
However,  the Company  anticipates the possibility  that not all of its vendors,
retailers  and other  third  parties  will have  taken  the  necessary  steps to
adequately address their respective Year 2000 issues on a timely basis. In order
to minimize the impact on the Company, a project team has been formed to monitor
the activities of third parties,  including sending out inquiries and evaluating
responses.

     Notwithstanding  the progress the Company has made thus far in  remediating
its existing systems and  implementing new systems,  the Company is finalizing a
formal contingency plan. The Company intends to continue monitoring the progress
of others in order to determine  whether  adequate  services will be provided to
run the Company's operations in the Year 2000.

Item  3.  Quantitative  and  Qualitative   Disclosure  about  
Market Risk

     The  Company  is  exposed  to  interest  rate risk  primarily  through  its
borrowing  activities.  The Company's  policy has been to utilize  United States
dollar denominated  borrowings to fund its working capital and investment needs.
Short term debt, if required,  is used to meet working capital  requirements and
long term debt is  generally  used to finance  long term  investments.  There is
inherent roll-over risk for borrowings as they mature and are renewed at current
market rates. The extent of this risk is not quantifiable or predictable because
of the variability of future interest rates and the Company's  future  financing
requirements.  Currently,  the Company has outstanding  only one debt instrument
(principal  amount of $4.6 million) which has a variable  interest rate. Using a
yield to maturity analysis and assuming an increase in the interest rate on this
debt of 36 basis points (10% fluctuation in the rate), interest rate variability
on this  debt  would  not have a  material  effect  on the  Company's  financial
results.

     Currently,   the  Company  does  not  enter  into   financial   instruments
transactions  for trading or other  speculative  purposes or to manage  interest
rate exposure.



<PAGE>


                  PART II. OTHER INFORMATION



Item 1. -  Legal Proceedings

There has been no change to matters discussed in  Business-Legal  Proceedings in
the Company's Form 10-K as filed with the Securities and Exchange  Commission on
September 18, 1998.

Item 2. -  Changes in Securities

There has been no change to matters  discussed in  Description  and Ownership of
Capital  Stock in the  Company's  Form  10-K as filed  with the  Securities  and
Exchange Commission on September 18, 1998.

Item 6. -  Exhibits and Reports on Form 8-K

           Item 4(c)-3.  First Amendment to Amended and Restated 1992
                         Stock Option Plan

           Item 4(k)-4.  First Amendment to Amended and Restated credit
                         Agreement as of August 27, 1997
                         between Ethan Allen Inc. and the Chase
                         Manhattan Bank

           Item 4(k)-5.  Second Amendment to Amended and Restated credit
                         Agreement as of October 20, 1998
                         between Ethan Allen Inc. and the Chase
                         Manhattan Bank

           27.           EDGAR Financial Data Schedule



<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                           ETHAN ALLEN INTERIORS INC.
                                  (Registrant)



DATE:     February 12, 1999             BY:  /s/ M. Farooq Kathwari
                                             ------------------------------
                                             M. Farooq Kathwari
                                             Chairman of the Board
                                             President and Chief
                                             Executive Officer
                                             (Principal Executive Officer)



DATE:     February 12, 1999             BY:  /s/ Gerardo Burdo
                                             ------------------------------
                                             Gerardo Burdo
                                             Vice President &
                                             Treasurer
                                             (Principal Financial Officer)



DATE:     February 12, 1999             BY:  /s/ Mary Beth Walsh
                                             ------------------------------
                                             Mary Beth Walsh
                                             Assistant Corporate Controller
                                             (Principal Accounting Officer)




                                 EXHIBIT 4(c)-3

                           ETHAN ALLEN INTERIORS INC.

                               FIRST AMENDMENT TO

                  AMENDED AND RESTATED 1992 STOCK OPTION PLAN


         This First Amendment to the Amended and Restated 1992 Stock Option Plan
(as  amended  and  restated,  the "Plan") of Ethan  Allen  Interiors  Inc.  (the
"Company") is dated as of December 11, 1998 (this "Amendment").

         WHEREAS,  the Board of Directors  (the "Board") of the Company  adopted
the Plan on March 23,  1993 to advance  the  interests  of the  Company  and its
subsidiaries,  to strengthen the Company's  ability to attract and retain of its
directors  and employees  and to provide such  directors  and employees  with an
opportunity to acquire an equity interest in the Company;

         WHEREAS,  the Plan was amended as of November 4, 1996,  and amended and
restated  as  of  October  28,  1997,  in  connection  with  prior   shareholder
solicitations;

         WHEREAS,  the Board  approved  this  Amendment in order to increase the
number of shares of the Company's  Common  Stock,  par value $.01 per share (the
"Common Stock"),.
associated with each Formula Option from 2,500 to 3,000;

         WHEREAS, the stockholders of the Company have, at a meeting duly called
and held by the Company on  November  16,  1998,  approved  the  increase in the
number of shares of Common Stock associated with each Formula Option;

         NOW,   THEREFORE,   in  consideration  of  the  mutual  agreements  and
understandings set forth herein, the Plan is hereby amended as follows:

         1.  Section 5.1 of the Plan is hereby  amended by  deleting  the number
"2,500" and substituting therefor "3,000".

         2. Except as herein  amended,  the Plan shall  remain in full force and
effect and is ratified in all respects.  On and after the  effectiveness of this
Amendment,  each  reference in the Plan to "this Plan,"  "hereunder,"  "hereof,"
"herein" or words of like  import,  and each  reference to the Plan in any other
agreements,  documents or  instruments  executed and  delivered  pursuant to the
Plan, shall mean and be a reference to the Plan, as amended by this Amendment.

                                                                  EXHIBIT 4(k)-4
                                                                  CONFORMED COPY

               AMENDMENT  dated as of August 27, 1997,  to the Credit  Agreement
               dated as of March 10, 1995 as amended and restated as of December
               4, 1996 (the  "Credit  Agreement"),  among ETHAN  ALLEN  INC.,  a
               Delaware  corporation  (the  "Borrower"),  ETHAN ALLEN  INTERIORS
               INC.,  a  Delaware   corporation   ("Holdings"),   the  financial
               institutions from time to time parties thereto (together with the
               Swingline  Lender (as defined  below),  the  "Lenders"),  and THE
               CHASE  MANHATTAN BANK (as successor to Chemical Bank), a New York
               banking corporation,  as swingline lender (in such capacity,  the
               "Swingline  Lender"),   and  as  administrative  agent  (in  such
               capacity the "Administrative  Agent") and as collateral agent (in
               such capacity, the "Collateral Agent") for the Lenders.


     A. Capitalized  terms used and not otherwise  defined herein shall have the
meanings assigned to them in the Credit Agreement, as amended hereby.

     B. The Borrower and Holdings have  requested  that the Credit  Agreement be
amended as set forth  herein.  The  Lenders  are  willing to so amend the Credit
Agreement subject to the terms and conditions set forth herein.

     Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration,  the sufficiency and receipt of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1.  Amendments.  Section 5.04 of the Credit Agreement is amended to
delete clause (g) in its entirety and redesignate clause (h) as clause (g).

     SECTION  2.  Representations  and  Warranties.  Each  of the  Borrower  and
Holdings  hereby  represents and warrants to each Lender,  on and as of the date
hereof, that:

          (a) This Amendment has been duly authorized, executed and delivered by
     each of the  Borrower  and  Holdings,  and each of this  Amendment  and the
     Credit  Agreement as amended by this Amendment  constitutes a legal,  valid
     and binding obligation of each of the Borrower and Holdings, enforceable in
     accordance with its terms.




<PAGE>



          (b) The  representations  and  warranties  of each of the Borrower and
     Holdings  contained in the Credit Agreement and in each other Loan Document
     are true and correct in all respects with the same effect as if made on and
     as of the date hereof,  except to the extent that such  representations and
     warranties expressly relate to an earlier date.

          (c) After giving effect to this Amendment, no Default has occurred and
     is continuing.

     SECTION 3.  Effectiveness.  This  Amendment  shall  become  effective  upon
receipt  by the Agent of  counterparts  hereof  signed by each of the  Borrower,
Holdings and the Required Lenders.

     SECTION 4. Expenses.  The Borrower acknowledges that Section 9.05(a) of the
Credit  Agreement  applies  to  this  Amendment  and  hereby  agrees  to pay all
out-of-pocket   expenses  reasonably  incurred  by  the  Administrative   Agent,
including the reasonable fees,  charges and  disbursements of Cravath,  Swaine &
Moore, counsel for the Administrative Agent, in connection with the preparation,
execution and delivery of this Amendment.

     SECTION  5.  Miscellaneous.  (a)  This  Amendment  constitutes  the  entire
agreement and  understanding  of the parties with respect to the subject  matter
hereof and supersedes any and all prior agreements and  understandings,  oral or
written, relating to the subject matter hereof.

     (b) Section  headings used herein are for convenience of reference only and
are not to affect  the  construction  of, or to be taken into  consideration  in
interpreting, this Amendment.

     (c) This  Amendment  shall be construed in accordance  with and governed by
the law of the State of New York.

     (d) Each  reference  to a party  hereto  shall be  deemed  to  include  its
successors  and  assigns,  all of whom shall be bound by this  Amendment  and to
whose benefit the provisions of this Amendment shall inure.

     (e) This Amendment may be executed in any number of  counterparts,  each of
which  shall  be an  original  but all of  which,  when  taken  together,  shall
constitute but one instrument.

     (f) Except as specifically amended or modified hereby, the Credit Agreement
shall  continue  in full  force and  effect in  accordance  with the  provisions
thereof.




<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed by their respective authorized officers as of the date first above
written.


                                  ETHAN ALLEN INC.,

                                  by  /s/    M. Farooq Kathwari
                                     --------------------------
                                      Name:  M. Farooq Kathwari
                                      Title: President


                                  ETHAN ALLEN INTERIORS INC.,

                                  by  /s/    M. Farooq Kathwari
                                     --------------------------
                                      Name:  M. Farooq Kathwari
                                      Title: President


                                  THE CHASE MANHATTAN BANK,
                                  individually and as Administrative Agent,
                                  Collateral Agent and Swingline Lender,

                                  by  /s/    Margaret T. Lane
                                     --------------------------
                                      Name:  Margaret T. Lane
                                      Title: Assistant Vice President


                                  BANK OF MONTREAL

                                  by  /s/    Thruston W. Pettus
                                     --------------------------
                                      Name:  Thruston W. Pettus
                                      Title: Director


                                  THE BANK OF NEW YORK,

                                  by___________________________
                                      Name:
                                      Title:




<PAGE>



                                  THE FIRST NATIONAL BANK OF
                                  BOSTON,

                                  by  /s/    Haney H. Thayer, Jr.
                                     -----------------------------
                                      Name:  Haney H. Thayer, Jr.
                                      Title: Director


                                  FLEET NATIONAL BANK,

                                  by  /s/    Christopher J. Kampe
                                     -----------------------------
                                      Name:  Christopher J. Kampe
                                      Title: Assistant Vice President


                                  THE FUJI BANK, LIMITED, NEW YORK
                                  BRANCH,

                                  by  /s/    Raymond Ventura
                                     -----------------------------
                                      Name:  Raymond Ventura
                                      Title: Vice President & Manager


                                  MERITA BANK LTD.  NEW YORK BRANCH,

                                  by  /s/    Clifford Abramsky
                                     -----------------------------
                                      Name:  Clifford Abramsky
                                      Title: Vice President


                                  by  /s/    Frank Maffei
                                     -----------------------------
                                      Name:  Frank Maffei
                                      Title: Vice President







<PAGE>


                                  SAKURA BANK,

                                  by  /s/    Yoshika Zunagura
                                     -----------------------------
                                      Name:  Yoshika Zunagura
                                      Title: Vice President


                                  SANWA BANK,

                                  by  /s/    Christian Kambour
                                     -----------------------------
                                      Name:  Christian Kambour
                                      Title: Vice President


                                  WACHOVIA BANK, [of Georgia]

                                  by  /s/    James McCreary
                                     -----------------------------
                                      Name:  James F. McCreary
                                      Title: Supervisor


                                  YASUDA TRUST & BANKING CO., LTD.,

                                  by  /s/    R.M. Laudenschlager
                                     -----------------------------
                                      Name:  Rohn Laudenschlager
                                      Title: Senior Vice President

                                                                  EXHIBIT 4(k)-5
                                                                  CONFORMED COPY

                                                       EXHIBIT 4(K)-5
                                                       CONFORMED COPY





                    SECOND  AMENDMENT  dated  as of  October  20,  1998,  to the
                    Amended and Restated Credit  Agreement dated as of March 10,
                    1995 as amended  and  restated  as of  December  4, 1996 (as
                    previously  amended by that Amendment dated as of August 27,
                    1997,,  the "Credit  Agreement"),  among ETHAN ALLEN INC., a
                    Delaware corporation, ETHAN ALLEN INTERIORS INC., a Delaware
                    corporation,  the financial  institutions  from time to time
                    parties thereto,  and THE CHASE MANHATTAN BANK (as successor
                    to  Chemical  Bank),  a New  York  banking  corporation,  as
                    swingline lender,  administrative agent and collateral agent
                    for the Lenders.


     A. Capitalized  terms used and not otherwise  defined herein shall have the
meanings assigned to them in the Credit Agreement.

     B. The Borrower and Holdings have  requested  that the Credit  Agreement be
amended as set forth  herein.  The  Lenders  are  willing to so amend the Credit
Agreement subject to the terms and conditions set forth herein.

     Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration,  the sufficiency and receipt of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION  1.  Amendments.  Section  6.08 of the Credit  Agreement  is hereby
amended by:

          (a) deleting the word "and" at the end of clause (f) thereof.

          (b)  deleting  the  period  at  the  end of  clause  (g)  thereof  and
     substituting therefor a semicolon.

          (c) adding at the end of such Section 6.08 the  following  clauses (h)
     and (g):

               (h)  Holdings  may make  Restricted  Payments in cash to purchase
          shares of its common stock and to pay  commissions in connection  with
          such purchase of shares




<PAGE>



          of its  common  stock  and the  Borrower  may pay  cash  dividends  to
          Holdings  in the  amounts  and at the times that  Holdings  makes such
          Restricted Payments;  provided that (i) no Default or Event of Default
          has occurred and is  continuing  at the time of, or would result from,
          any such Restricted Payment and (ii) the aggregate (cumulative) amount
          of Restricted Payments made in reliance upon this clause (h) shall not
          exceed $75,000,000; and

               (i) Holdings and/or the Borrower may make Restricted  Payments in
          cash to repurchase  shares of common stock of Holdings  tendered by or
          through the Ethan Allen  Retirement Plan and the Borrower may pay cash
          dividends  to Holdings  in the amounts and at the times that  Holdings
          makes  Restricted   Payments  in  accordance  with  this  clause  (i);
          provided,  that (x) no Default or Event of Default has occurred and is
          continuing at the time of, or would result from,  any such  Restricted
          Payments and (y) the aggregate  amount of Restricted  Payments  (other
          than cash  dividends by the Borrower to Holdings to allow  Holdings to
          make the Restricted Payments  contemplated by this clause (i)) made by
          Holdings and the Borrower in reliance  upon this clause (i) during any
          fiscal year shall not exceed $1,500,000.

     SECTION  2.  Representations  and  Warranties.  Each  of the  Borrower  and
Holdings  hereby  represents and warrants to each Lender,  on and as of the date
hereof, that:

          (a) This Amendment has been duly authorized, executed and delivered by
     each of the  Borrower  and  Holdings,  and each of this  Amendment  and the
     Credit  Agreement as amended by this Amendment  constitutes a legal,  valid
     and binding obligation of each of the Borrower and Holdings, enforceable in
     accordance with its terms.

          (b) The  representations  and  warranties  of each of the Borrower and
     Holdings  contained in the Credit Agreement and in each other Loan Document
     are true and correct in all respects with the same effect as if made on and
     as of the date hereof,  except to the extent that such  representations and
     warranties expressly relate to an earlier date.

          (c) After giving effect to this Amendment, no Default has occurred and
     is continuing.

     SECTION 3.  Effectiveness.  This  Amendment  shall  become  effective  upon
receipt  by the Agent of  counterparts  hereof  signed by each of the  Borrower,
Holdings and the Required Lenders.

     SECTION 4. Expenses.  The Borrower acknowledges that Section 9.05(a) of the
Credit  Agreement  applies  to  this  Amendment  and  hereby  agrees  to pay all
out-of-pocket   expenses  reasonably  incurred  by  the  Administrative   Agent,
including the reasonable fees,  charges and  disbursements of Cravath,  Swaine &
Moore, counsel for the Administrative Agent, in connection with the preparation,
execution and delivery of this Amendment.





<PAGE>



     SECTION  5.  Miscellaneous.  (a)  This  Amendment  constitutes  the  entire
agreement and  understanding  of the parties with respect to the subject  matter
hereof and supersedes any and all prior agreements and  understandings,  oral or
written, relating to the subject matter hereof.

     (b) Section  headings used herein are for convenience of reference only and
are not to affect  the  construction  of, or to be taken into  consideration  in
interpreting, this Amendment.

     (c) This  Amendment  shall be construed in accordance  with and governed by
the law of the State of New York.

     (d) Each  reference  to a party  hereto  shall be  deemed  to  include  its
successors  and  assigns,  all of whom shall be bound by this  Amendment  and to
whose benefit the provisions of this Amendment shall inure.

     (e) This Amendment may be executed in any number of  counterparts,  each of
which  shall  be an  original  but all of  which,  when  taken  together,  shall
constitute but one instrument.

     (f) Except as specifically amended or modified hereby, the Credit Agreement
shall  continue  in full  force and  effect in  accordance  with the  provisions
thereof.




<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed by their respective authorized officers as of the date first above
written.


                                      ETHAN ALLEN INC.,

                                      by /s/   M. Farooq Kathwari
                                        --------------------------
                                        Name:  M. Farooq Kathwari
                                        Title: President


                                      ETHAN ALLEN INTERIORS INC.,

                                      by /s/   M. Farooq Kathwari
                                        --------------------------
                                        Name:  M. Farooq Kathwari
                                        Title: President


                                      THE CHASE MANHATTAN BANK,
                                      individually and as
                                      Administrative Agent, Collateral
                                      Agent and Swingline Lender,

                                      by /s/   Barry K. Bergman
                                        --------------------------
                                        Name:  Barry K. Bergman
                                        Title: Vice President


                                      BANK OF MONTREAL,

                                      by /s/    Bruce A. Pietka
                                        --------------------------
                                        Name:  Bruce A. Pietka
                                        Title: Director




<PAGE>



                                       THE BANK OF NEW YORK,

                                       by__________________________
                                          Name:
                                          Title:


                                       BANKBOSTON, N.A.,

                                       by /s/    Susan L. Pardus-Galland
                                          --------------------------
                                          Name:  Susan L. Pardus-Galland
                                          Title: Vice President


                                       FLEET NATIONAL BANK,

                                       by /s/    Christopher J. Kampe
                                          --------------------------
                                          Name:  Christopher J. Kampe
                                          Title: Vice President


                                       THE FUJI BANK, LIMITED, NEW YORK
                                       BRANCH,

                                       by /s/    Ravmond Ventura
                                          --------------------------
                                          Name:  Raymond Ventura
                                          Title: Vice President and Manager


                                       MERITA BANK LTD, NEW YORK
                                       BRANCH,

                                       by __________________________
                                          Name:
                                          Title:


                                       by __________________________
                                          Name:
                                          Title:


<PAGE>


                                       SANWA BANK,

                                       by__________________________
                                         Name:
                                         Title:


                                       WACHOVIA BANK, N.A.

                                       by /s/    John C. Coffin
                                          --------------------------
                                          Name:  John C. Coffin
                                          Title: Senior Vice President


                                       YASUDA TRUST & BANKING CO.,
                                       LTD.,

                                       by___________________________
                                         Name:
                                         Title:

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
consolidated financial statements of Ethan Allen Interiors, Inc. for the quarter
ended  December  31, 1998 and is  qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK>                         0000896156
<NAME>                        ETHAN ALLEN INTERIORS, INC.
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              JUN-30-1999
<PERIOD-START>                                 OCT-01-1998
<PERIOD-END>                                   DEC-31-1998
<EXCHANGE-RATE>                                1 <F1>
<CASH>                                         10,941
<SECURITIES>                                   0
<RECEIVABLES>                                  31,220 <F2>
<ALLOWANCES>                                   0
<INVENTORY>                                    133,377
<CURRENT-ASSETS>                               198,721 <F3>
<PP&E>                                         309,563
<DEPRECIATION>                                 106,446
<TOTAL-ASSETS>                                 459,449 <F4>
<CURRENT-LIABILITIES>                          82,293 <F5>
<BONDS>                                        36,131 <F6>
                          0
                                    0 <F7>
<COMMON>                                       296 <F8>
<OTHER-SE>                                     307,940 <F9>
<TOTAL-LIABILITY-AND-EQUITY>                   459,449
<SALES>                                        193,674
<TOTAL-REVENUES>                               193,674 <F10>
<CGS>                                          103,918
<TOTAL-COSTS>                                  103,918
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             651 <F11>
<INCOME-PRETAX>                                34,526
<INCOME-TAX>                                   13,340
<INCOME-CONTINUING>                            21,186
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   21,186
<EPS-PRIMARY>                                  0.77 <F12>
<EPS-DILUTED>                                  0.75 <F13>
        

<FN>
<F1> Not  applicable.  All figures for Ethan Allen  Interiors,  Inc. are in U.S.
     dollars.
<F2> Figure  for  receivables  is  net of allowances  for  doubtful  accounts of
     $2,016.
<F3> Includes prepaid expenses of $14,413.
<F4> Includes goodwill of $10,830 (net of amortization).
<F5> Includes current portion of long-term debt of $1,053 of December 31, 1998.
<F6> Includes  long-term debt of $35,648 net of the current portion of long-term
     debt)  and  capitalized  leases  of $483  (net of the  current  portion  of
     capitalized leases). As of December 31, 1998 outstanding  long-term debt of
     Ethan Allen on a consolidated  basis consisted of (i) revolving loans under
     the Credit Agreement of $24,500, (ii) 9.75% mortgage note of $1,492 (net of
     current portion),  (iii) industrial revenue bonds of $8,455, and (iv) other
     of $1,201 (net of current portion). For a description of the terms of Ethan
     Allen's  long-term  debt,  see  Footnote  5 to Ethan  Allen's  fiscal  1998
     Consolidated Financial Statements.
<F7> As of December 31, 1998, Ethan Allen had no shares of preferred stock, $.01
     par  value per  share,  outstanding.  For a  description  of Ethan  Allen's
     preferred  stock  as of June  30,  1998,  see  Ethan  Allen's  fiscal  1998
     Consolidated  Statement  of  Shareholders'  Equity and  Footnote 7 to Ethan
     Allen's fiscal 1998 Notes to Consolidated Financial Statements.
<F8> As of December 31, 1998, Ethan Allen had 29,716,573 shares of common stock,
     $.01 par value per share, issued. For a description of Ethan Allen's common
     stock as of June 30,  1998,  see Ethan  Allen's  fiscal  1998  Consolidated
     Statement of  Shareholders'  Equity and Footnote 7 of Ethan Allen's  fiscal
     1998 Consolidated Financial Statements.
<F9> Consists of $265,655 of  additional  paid in capital,  $120,527 of retained
     earnings, and ($78,242) of treasury stock.
<F10>In the quarter ended December 31, 1998, Ethan Allen's revenues were derived
     from sales generated by its wholesale and retail operations.
<F11>Consists of $594 of interest  expense and $57 of  amortization  of deferred
     costs.
<F12>Basic earnings per share for the quarter ended December 31, 1998 was $0.77.
     For  information  on Ethan  Allen's  earnings per share,  see Ethan Allen's
     Consolidated Financial Statements for the quarter ended December 31, 1998.
<F13>Diluted  earnings per share for the quarter  ended  December 31, 1998,  was
     $0.75.
</FN>

</TABLE>


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