As filed with the Securities and Exchange Commission on March 13, 1998
                                  File No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933



                           Ethan Allen Interiors Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                    06-1275288
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

         Ethan Allen Drive
        Danbury, Connecticut                             06813
(Address of Principal Executive Offices)               (Zip Code)

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

                Ethan Allen Interiors Inc. 1992 Stock Option Plan
                            (Full Title of the Plan)


                                Edward P. Schade
                           Ethan Allen Interiors Inc.
                                Ethan Allen Drive
                           Danbury, Connecticut 06813
                                 (203) 743-8294
                               (Agent For Service)
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

                                                      Proposed Maximum Proposed Maximum     Amount of
  Title of Securities               Amount to be      Offering Price   Aggregate Offering   Registration Fee
  to be Registered                  Registered        Per Share(1)     Price(1)
<S>                                     <C>               <C>              <C>                   <C>

Common Stock ($.01 par value)      500,000 Shares     $31.75   (2)     $15,875,000 (2)       $4683.13
Common Stock ($.01 par value)      500,000 Shares     $41.275  (2)     $20,637,500 (2)       $6088.06
Common Stock ($.01 par value)      300,000 Shares     $58.40625(3)     $17,521,875 (3)       $5168.95
     Total                       1,300,000 Shares      (2)(3)          $54,034,375         $15,940.14
=============================================================================================================

(1)      Pursuant  to  Rule  457(h)(1),  estimated  solely  for the  purpose  of
         calculating  the  registration  fee.  (2)  Pursuant to Rule  457(h)(1),
         computed  upon the  basis of the  price at  which  the  options  may be
         exercised.  (3) Pursuant to Rule 457(c),  based upon the average of the
         high and low prices for the Common  Stock as  reported  on the New York
         Stock Exchange on  March  6,  1998  (which date is within five business
         days prior to the date of the filing of this Registration Statement).

</TABLE>

<PAGE>



                                     PART II


                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents, which have heretofore been filed by Ethan Allen
Interiors Inc., a Delaware corporation (the "Company"),  with the Securities and
Exchange  Commission  pursuant to the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  and the  Securities  Exchange Act of 1934,  as amended (the
"Exchange  Act"), are incorporated by reference herein and shall be deemed to be
a part hereof:

         (a)      The  Company's  Form 10-K for the year ended June 30, 1997 and
                  Form  10-Q  for the  quarters  ended  September  30,  1997 and
                  December 31, 1997.

         (b)      The description of the Company's common stock,  $.01 par value
                  per share (the "Common Stock") under the caption  "Description
                  of Registrant's  Securities to be Registered"  included in the
                  Company's   Registration  Statement  on  Form  8-A,  File  No.
                  1-11806.

         All  documents  subsequently  filed  by  the  Company  or  Ethan  Allen
Interiors Inc. 1992 Stock Option Plan pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities then remaining unsold,  shall be deemed to be incorporated herein
by  reference  and shall be deemed a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         (a) The Delaware General  Corporation Law (the "Delaware GCL") (Section
145) gives  Delaware  corporations  broad powers to indemnify  their present and
former  directors  and officers  and those of  affiliated  corporations  against
expenses  incurred in the defense of any lawsuit to which they are made  parties
by  reason of being or  having  been such  directors  or  officers,  subject  to
specified   conditions  and   exclusions,   gives  a  director  or  officer  who
successfully  defends an action the right to be so  indemnified,  and authorizes
the  Company  to  buy  directors'  and  officers'  liability   insurance.   Such
indemnification  is not exclusive of any other rights to which those indemnified
may be entitled under any by-laws, agreement, vote of stockholders or otherwise.

         (b) The  Certificate  of  Incorporation  of the Company  requires,  and
Article VI of the  By-Laws  of the  Company  provides  for,  indemnification  of
directors,  officers,  employees and agents to the fullest  extent  permitted by
law.

         (c) In  accordance  with Section  102(b)(7)  of the  Delaware  GCL, the
Company's  Certificate of  Incorporation  provides that  directors  shall not be
personally  liable for monetary  damages for breaches of their fiduciary duty as
directors except for (1) breaches of their duty of loyalty to the Company or its
stockholders,  (2)  acts  or  omissions  not in  good  faith  or  which  involve
intentional misconduct or knowing violations of law,




<PAGE>



(3) under Section 174 of the Delaware GCL (unlawful payment of dividends) or (4)
transactions from which a director derives an improper personal benefit.

         (d) The Company has a $20,000,000  Directors'  and Officers'  insurance
policy.

         (e) The Company has entered into  indemnification  agreements with each
of its directors providing that the Company will indemnify the directors against
certain liabilities (including settlements) and expenses actually and reasonably
incurred by them in  connection  with any  threatened  or pending  legal action,
proceeding or  investigation  (other than actions  brought by or in the right of
the  Company) to which any of them is, or is  threatened  to be, made a party by
reason for their status as a director, officer or agent of the Company, provided
that such  director  acted in good  faith  and in a manner he or she  reasonably
believed to be in or not opposed to the best  interests of the Company and, with
respect to any criminal  proceedings,  had no reasonable cause to believe his or
her conduct was unlawful.  With respect to any action brought by or in the right
of the Company, directors may also be indemnified,  to the extent not prohibited
by  applicable  laws or as  determined  by a court  of  competent  jurisdiction,
against  expenses  actually and reasonably  incurred by them in connection  with
such action if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the Company. The agreements also
require  indemnification  of directors for all reasonable  expenses  incurred in
connection  with the  successful  defense  of any  covered  action  or claim and
provide  for partial  indemnification  in the case of any  partially  successful
defense.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See the Exhibit Index which is incorporated herein by reference.

Item 9.  Undertakings.

A.  Rule 415 Offering

         The undersigned registrant hereby undertakes:

           1.       To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)    To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                    (ii)   To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;





<PAGE>



                    (iii)  To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                           Provided, however, that paragraphs (1)(i) and (1)(ii)
                           do not apply if the Registration Statement is on Form
                           S-3 or Form S-8, and the  information  required to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the  registrant  pursuant  to  Section  13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated   by  reference   in  the   Registration
                           Statement.

           2.       That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

           3.       To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

B.  Filings Incorporating Subsequent Exchange Act Documents By Reference

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.  Indemnification of Directors and Officers

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons  of the  registrant  pursuant  to  the  provisions  of the  registrant's
articles of  incorporation  or by-laws or  otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.




<PAGE>



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Danbury,  State of Connecticut,  on this 13th day of
March, 1998.

                                   ETHAN ALLEN INTERIORS INC.


                                   By: /s/ M. Farooq Kathwari
                                       M. Farooq Kathwari
                                       Chairman and Chief Executive Officer







<PAGE>



                                POWER OF ATTORNEY

           Each person whose  signature  appears  below hereby  constitutes  and
appoints M. Farooq  Kathwari and Edward P. Schade and each of them, the true and
lawful  attorneys-in-fact  and  agents of the  undersigned,  with full  power of
substitution  and  resubstitution,  for and in the name,  place and stead of the
undersigned,  in any  and  all  capacities,  to  sign  any  and  all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities and Exchange  Commission,  and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite and necessary to be done,
as fully to all intents and  purposes  as the  undersigned  might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement has been signed below by the following  persons in their
respective capacities on this 13th day of March, 1998.


Signature                                       Title


/s/ M. Farooq Kathwari            Chairman, Chief Executive Officer and Director
M. Farooq Kathwari


/s/ Clinton A. Clark              Director
Clinton A. Clark


/s/ Steven A. Galef               Director
Steven A. Galef


/s/ Kristin Gamble                Director
Kristin Gamble


/s/ Horace G. McDonell            Director
Horace G. McDonell


/s/ Edward H. Meyer               Director
Edward H. Meyer


/s/ William W. Sprgaue            Director
William W. Sprague


/s/ Edward P. Schade              Vice President and Treasurer (Principal
Edward P. Schade                  Financial Officer)


/s/ Gerardo Burdo                 Chief Accounting Officer
Gerardo Burdo







<PAGE>





                                  EXHIBIT INDEX



Exhibit
Number                               Description of Exhibit
------                               ----------------------


5                                    Opinion of Mayer, Brown & Platt

10                                   Amended and Restated Ethan Allen
                                     Interiors Inc. 1992 Stock Option Plan

23.1                                 Consent of KPMG Peat Marwick

23.2                                 Consent of Mayer, Brown & Platt
                                     (included in the opinion filed as
                                     Exhibit 5 hereto)

24                                   Powers of Attorney (included on the
                                     signature page of the Registration
                                     Statement)






<PAGE>



                                                            EXHIBIT 5


                               OPINION OF COUNSEL



                                             March 13, 1998



Ethan Allen Interiors Inc.
Ethan Allen Drive
Danbury, Connecticut  06813

Ladies and Gentlemen:

     We are  acting as  special  counsel  to Ethan  Allen  Interiors  Inc.  (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended,  of up to 1,300,000 shares of its Common Stock,  $.01 par value (the
"Shares"),  to be offered  pursuant to the Ethan Allen Interiors Inc. 1992 Stock
Option Plan (the "1992 Stock Option  Plan").  In connection  therewith,  we have
examined or are otherwise  familiar with the Company's  Restated  Certificate of
Incorporation, the Company's Amended and Restated By-Laws, the 1992 Stock Option
Plan, each as amended to date, the Company's  Registration Statement on Form S-8
(the "Registration  Statement") relating to the Shares,  relevant resolutions of
the Board of Directors of the Company,  and such other documents and instruments
as we have deemed necessary for the purposes of this opinion.

     Based upon the  foregoing,  we are of the opinion  that the Shares are duly
authorized for issuance and when issued in accordance with the provisions of the
1992 Stock  Option Plan will be legally  issued,  fully paid and  non-assessable
shares of the Company.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration Statement.


                                Very truly yours,

                                /s/ Mayer, Brown & Platt





<PAGE>



                                                             EXHIBIT 10


                           ETHAN ALLEN INTERIORS INC.
                   AMENDED AND RESTATED 1992 STOCK OPTION PLAN
                               (October 28, 1997)

         1. Purpose.  The purpose of this Ethan Allen  Interiors Inc. 1992 Stock
Option  Plan (the  "Plan) is to  increase  stockholder  value,  to  advance  the
interests of Ethan Allen Interiors Inc. (the "Company"),  its subsidiary,  Ethan
Allen Inc.  ("Ethan  Allen") and its and Ethan  Allen's other  subsidiaries  and
affiliates  (collectively,  the  "Subsidiaries"),  to  strengthen  the Company's
ability to attract and retain the  services  of  experienced  and  knowledgeable
independent directors to enhance the Company's, and its Subsidiaries' ability to
attract,  retain and  motivate  employees,  and to provide  such  directors  and
employees with an opportunity to acquire an equity interest in the Company.

         2. Administration.

                  2.1  Administration,  Generally.  Subject  to  the  terms  and
         conditions  of  the  Plan,  the  Plan  shall  be  administered  by  the
         Compensation Committee of the Company's Board of Directors,  or by such
         other   committee  of  the  Board  as  the  Board  may  determine  (the
         "Committee").

                  2.2  Authority.  Subject  to the terms and  conditions  of the
         Plan, the Committee  shall have the authority to (a) manage and control
         the operation of the Plan, (b) interpret and construe the provisions of
         the Plan or the  provisions of any award under the Plan, and prescribe,
         amend and rescind rules and regulations  relating to the Plan, (c) make
         awards  under the Plan,  in such forms and  amounts and subject to such
         restrictions,  limitations  and  conditions  as it  deems  appropriate,
         including,  without  limitation,  awards which are made in  combination
         with or in tandem with other awards  (whether or not  contemporaneously
         granted),  (d) modify the terms of,  cancel and reissue,  or repurchase
         outstanding  awards, (e) prescribe the form of, agreement,  certificate
         or other  instrument  evidencing  any award under the Plan, (f) correct
         any defect or omission and reconcile any  inconsistency  in the Plan or
         in any award hereunder,  and (g) make all other determinations and take
         all  other  actions  as  it  deems   necessary  or  desirable  for  the
         implementation  and  administration  of the Plan.  Notwithstanding  the
         foregoing  provisions  of this  subsection  2.2,  the  Chief  Executive
         Officer  ("CEO") of the Company  shall  submit his  recommendation  for
         awards under the Plan to the Committee or, if no such Committee exists,
         to the Company's  Board of Directors (the "Board").  The Committee,  or
         the Board,  if no such Committee  shall exist,  shall duly consider the
         recommendations  of the Chief  Executive  Officer,  and shall  have the
         authority to accept, modify or reject the CEO's  recommendation,  or to
         request the CEO to reconsider  such  recommendation.  In addition,  the
         Committee shall have no power,





<PAGE>



         authority or  discretion  to determine  the persons who are entitled to
         awards  under  Section 5, to determine  the number,  price or timing of
         awards  granted  pursuant  to  Section  5 or to  alter  the  terms  and
         conditions of awards made pursuant to Section 5. The  determination  of
         the Committee on matters  within its authority  shall be conclusive and
         binding on the Company and all other persons.

         3. Participation.  Subject to the terms and conditions of Section 2 and
the remainder of the Plan, the Committee shall determine and designate from time
to time the  directors  of the  Company  and  employees  of the  Company and its
Subsidiaries who shall receive awards under the Plan ("Participants"); provided,
however,  that the  Committee  shall have no power,  authority or  discretion to
determine  the persons who are entitled to awards under  Section 5. The granting
of awards, if any, and the size of such awards are purely discretionary, and, no
employee or director  shall have any right or  privilege to be  considered  as a
Participant,  and no Participant shall have any right or privilege, or be deemed
to have an expectation of being, recommended for an award, subject to Section 5.

         4. Shares Subject to the Plan.

                  4.1 Number of Shares  Reserved.  Shares of common stock,  $.01
         par value,  of the Company  ("Common  Stock")  shall be  available  for
         awards  under the Plan.  To the extent  provided by  resolution  of the
         Company's  Board  of  Directors,  such  shares  may be  uncertificated.
         Subject to adjustments in accordance  with  subsections 4.2 and 4.3 for
         events occurring after October 28, 1997, and after giving effect to the
         two-for-one split of the Common Stock distributed on September 2, 1997,
         to shareholders  of record on August 18, 1997, the aggregate  number of
         shares of Common  Stock  available  for awards  under the Plan shall be
         equal to 2,500,924.

                  4.2      Reusage of Shares.

                  (a) In the event of the exercise or termination  (by reason of
         forfeiture,  expiration,  cancellation,  surrender or otherwise) of any
         award under the Plan,  that  number of shares of Common  Stock that was
         subject to the award but not  delivered  shall again be  available  for
         awards under the Plan.

                  (b)  Notwithstanding  the  provisions  of  paragraph  (a), the
         following  shares shall not be available for reissuance under the Plan:
         (i) shares which are withheld  from any award or payment under the Plan
         to satisfy tax  withholding  obligations  (as  described  in  paragraph
         8.5(e));  (ii) shares which are  surrendered to fulfill tax obligations
         (as  described  in  paragraph  8.5(e));  and  (iii)  shares  which  are
         surrendered  in  payment of the  Formula  Option  Price (as  defined in
         subsection  5.1) upon the  exercise  of a Formula  Option or the Option
         Price (as  defined  in  subsection  6.1) upon the  exercise  of a Stock
         Option.




                                        2

<PAGE>



                  4.3  Adjustments  to  Shares  Reserved.  In the  event  of any
         merger,  consolidation,   reorganization,   recapitalization,  spinoff,
         split-up, stock dividend, stock split, reverse stock split, repurchase,
         exchange or other  distribution  with respect to shares of Common Stock
         or other change in the corporate structure or capitalization  affecting
         the Common  Stock,  the type and number of shares of stock which are or
         may  be  subject  to  awards  under  the  Plan  and  the  terms  of any
         outstanding awards (including the price at which shares of stock may be
         issued pursuant to an outstanding award) shall be equitably adjusted by
         the  Committee,  in its  sole  discretion,  to  preserve  the  value of
         benefits awarded or to be awarded to Participants under the Plan.

                  4.4 Individual  Limit.  The maximum number of shares of Common
         Stock  that may be  covered  by  Options  and SARs  granted  to any one
         individual  during any fiscal  year of the Company  shall be  2,000,000
         shares (subject to adjustment in accordance with subsection 4.3).

         5.       Formula Awards.

                  5.1 Formula  options.  As of the date of the annual meeting of
         the Company's  stockholders  for 1993,  each  Independent  Director (as
         defined  below) shall be awarded an option to purchase  2,500 shares of
         Common Stock with an exercise price equal to the initial offering price
         in the Company's  initial public  offering of Common Stock on March 23,
         1993 ("IPO")  (such  options  will be rounded off to the nearest  whole
         share number, and are collectively  referred to as "Formula  Options").
         Formula  Options  granted  pursuant  to this  subsection  5.1 shall not
         constitute  "Incentive Stock Options" within the meaning of section 422
         of the Internal  Revenue Code of 1986,  as amended  (the  "Code").  For
         purposes of the Plan, the term "Independent  Director" as of any annual
         meeting  of the  Company's  stockholders  means a  person  who (a) is a
         director of the Company as of the ending of such meeting, (b) is not an
         executive  or employee of the Company or its  subsidiaries,  and (c) is
         not a  partner,  executive  or  employee  of any  person,  or group (as
         defined  under Rule 13(d) under the  Securities  Exchange  Act of 1934)
         which  includes  persons,  which  would be an  "interested  person"  as
         referred to in the  Company's  Certificate  of  Incorporation  (without
         regard to any "business  combination"  for this purpose) as of the date
         hereof or as of the date of grant. If, for any reason,  any Independent
         Director is  prohibited  or restricted  from  personally  receiving the
         foregoing  Formula  Options by his employer or otherwise,  such Formula
         Options will not be issued to such Independent Director.

                  5.2 Service  Required for  Exercise.  One half of each Formula
         Option  granted to an  Independent  Director  Participant  shall become
         exercisable upon such  Participant's  completion of one continuous year
         of  service  as an  Independent  Director  after  the date of the grant
         thereof,  and the remaining  one-half of each Formula Option granted to
         an   Independent   Director   shall   become   exercisable   upon  such
         Participant's



                                        3

<PAGE>



         completion  of  two  continuous  years  of  service  as an  Independent
         Director after the date of the grant hereof.

                  5.3 Expiration of Formula Options.  All rights with respect to
         a Formula Option shall automatically terminate on the earliest of:

                           (a) the date which is 10 years  after the date of the
                  grant;

                           (b) the date which is 90 days after the date on which
                  the  Participant's  service to the  Company as an  Independent
                  Director terminates for any reason.

                  5.4 Manner of Exercise. A Formula Option may be exercised,  in
         whole or in part,  by giving  written  notice  to the  Chief  Executive
         Officer of the Company  prior to the date on which the  Formula  Option
         expires; provided, however, that a Formula Option may only be exercised
         with respect to whole shares of Common Stock. Such notice shall specify
         the  number  of shares of  Common  Stock to be  purchased  and shall be
         accompanied  by payment of the  exercise  price for such shares in such
         form and manner as the Committee may from time to time approve.

         6.  Stock Options.

                  6.1 Awards.  Subject to the terms and  conditions of the Plan,
         there shall be designated the  Participants to whom options to purchase
         shares of Common Stock  ("Stock  Options")  are to be awarded under the
         Plan and  shall  determine  the  number,  type and  terms of the  Stock
         Options  to be  awarded to each of them;  provided  however,  that each
         Stock Option  shall  expire on the earlier of the date  provided by the
         option terms or the date which is 10 years after the date of grant. The
         option  price per  share  (the  "Option  Price")  for any Stock  Option
         awarded  shall  not be less than the  greater  of par value or the Fair
         Market Value of a share of Common Stock on the date the Stock Option is
         awarded.   Each  Stock  Option  awarded  under  the  Plan  shall  be  a
         "nonqualified  stock  option" for tax purposes  unless the Stock Option
         satisfies  all of the  requirements  of section 422 of the Code and the
         Committee designates such Stock Option as an Incentive Stock Option.

                  6.2 Manner of Exercise.  A Stock Option may be  exercised,  in
         whole or in part,  by giving  written  notice  to the  Chief  Executive
         Officer  of the  Company  prior to the date on which the  Stock  Option
         expires;  provided,  however, that a Stock Option may only be exercised
         with respect to whole shares of Common Stock. Such notice shall specify
         the  number  of shares of  Common  Stock to be  purchased  and shall be
         accompanied by payment of the Option Price for such shares in such form
         and manner as the Committee may from time to time approve.




                                        4

<PAGE>



         7.  Stock Appreciation Rights.

                  7.1 Awards.  Subject to the terms and  conditions of the Plan,
         there shall be designated the  Participants to whom stock  appreciation
         rights  ("SARs") are to be awarded  under the Plan and shall  determine
         the  number  and  terms  of the  SARs to be  awarded  to each of  them;
         provided,  however,  that each SAR shall  expire on the  earlier of the
         date  provided  by the  terms of the SAR or the date  which is 10 years
         after the date of grant.

                  7.2 Payment.  Subject to the terms and conditions of the Plan,
         upon  exercise  of an SAR, a  Participant  shall be entitled to receive
         that number of shares of Common Stock having a Fair Market Value (as of
         the date of exercise) equal to the product of:

                           (a) the number of shares of Common  Stock as to which
                  the SAR is exercised; and

                           (b) the  excess of the Fair  Market  Value (as of the
                  date of exercise) of a share of Common Stock over the exercise
                  price of the SAR;

         provided,  however, that, in lieu of fractional shares of Common Stock,
         a Participant shall be entitled to receive an appropriate cash payment;
         and provided further that the Committee,  in its sole  discretion,  may
         elect to settle the SAR (or any  portion  thereof) in cash equal to the
         Fair Market Value on the  exercise  date of any or all of the shares of
         Common Stock that would otherwise be issuable upon exercise.

                  7.3 Manner of Exercise.  An SAR may be exercised,  in whole or
         in part, by giving written notice to the Chief Executive Officer of the
         Company  prior to the date on which the SAR expires.  Such notice shall
         specify  the  number  of  shares  with  respect  to  which  the  SAR is
         exercised.  As soon as  practicable  after receipt of such notice,  the
         Company shall deliver to the Participant certificates for the shares of
         Common Stock or cash,  or both,  to which the  Participant  is entitled
         pursuant to subsection 7.2.

         8.       General.

                  8.1  Effective  Date.  The Plan shall be effective as of March
         23, 1993.

                  8.2 Duration.  The Plan shall be unlimited in duration and, in
         the event of Plan  termination,  shall  remain in effect as long as any
         awards under it are outstanding;  provided, however, that no awards may
         be granted under the Plan on any date after October 28, 2007.




                                        5

<PAGE>



                  8.3 Non-transferability of Awards; Other Agreements. Except as
         otherwise  provided by the Committee,  no award made under the Plan may
         be  transferred,  pledged or assigned by the holder thereof  (except in
         the event of the  holder's  death,  by will or the laws of descent  and
         distribution)  and the Company  shall not be required to recognize  any
         attempted  assignment  of such  rights  by any  Participant.  During  a
         Participant's  lifetime,  awards may be exercised only by him or by his
         guardian or legal representative.  Awards under the Plan, including any
         Formula  Options,  Stock  Options,  SARs and  Common  Stock  issued  in
         connection with Formula Options, Stock Options, SARs or otherwise, will
         also be  subject to any other  agreements  entered  into,  from time to
         time, by the Participant and the Company.

                  8.4 Effect of Termination of Employment or Death. In the event
         that a  Participant  dies  (or in the case of a  Participant  who is an
         employee,  ceases to be an  employee  of the  Company  for any  reason,
         including  death),  any Stock Options or SARs then  outstanding  may be
         exercised  or shall expire 90 days  thereafter,  and  therefore  may be
         exercised  by  such   Participant   (or  his  estate)  within  90  days
         thereafter,  unless otherwise  provided in accordance with the terms of
         the award.

                  8.5      Compliance with Applicable Law and Withholding.

                           (a)  Notwithstanding any other provision of the Plan,
                  the Company  shall have no  obligation  to issue any shares of
                  Common Stock under the Plan if such issuance would violate any
                  applicable law or any applicable  regulation or requirement of
                  any securities exchange or similar entity.

                           (b)  Prior to the  issuance  of any  shares of Common
                  Stock  under  the  Plan,  the  Company  may  require a written
                  statement  that the  recipient  is  acquiring  the  shares for
                  investment  and not for the purpose or with the  intention  of
                  distributing  the  shares  and  will  not  dispose  of them in
                  violation of the  registration  requirements of the Securities
                  Act of 1933.

                           (c) With  respect  to any  person  who is  subject to
                  section 16(a) of the Exchange  Act, the Committee  may, at any
                  time, add such  conditions and  limitations to any award under
                  the Plan that it deems  necessary  or desirable to comply with
                  the requirements of Rule 16b-3.

                           (d)  If,  at any  time,  the  Company,  in  its  sole
                  discretion,  determines  that  the  listing,  registration  or
                  qualification  (or any  updating of any such  document) of any
                  award,  or  the  shares  of  Common  Stock  issuable  pursuant
                  thereto,  is necessary on any securities exchange or under any
                  federal  or state  securities  or blue  sky  law,  or that the
                  consent or approval  of any  governmental  regulatory  body is
                  necessary  or desirable  as a condition  of, or in  connection
                  with,  any award or the  issuance  of  shares of Common  Stock
                  pursuant  to any award,  such award  shall not be made and the
                  shares of Common Stock shall



                                        6

<PAGE>



                  not be issued or such  restrictions  shall not be removed,  as
                  the case may be,  in whole or in part,  unless  such  listing,
                  registration,  qualification,  consent or approval  shall have
                  been  effected  or  obtained  free  of  any   conditions   not
                  acceptable to the Company.

                           (e) All awards and payments  under the Plan which are
                  made to employees of the Company are subject to withholding of
                  all  applicable  taxes and the Company shall have the right to
                  withhold from any such award under the Plan or to collect as a
                  condition of any payment  under the Plan, as  applicable,  any
                  taxes required by law to be withheld.  To the extent  provided
                  by  the  Committee,  a  Participant  may  elect  to  have  any
                  distribution  otherwise  required to be made under the Plan to
                  be withheld or to  surrender  to the Company  shares of Common
                  Stock  already  owned by the  Participant  to fulfill  any tax
                  withholding obligation.

                  8.6 No Continued  Employment.  The Plan does not  constitute a
         contract of employment or continued  service,  and participation in the
         Plan will not give any employee or Participant the right to be retained
         in the employ of the  Company or the right to continue as a director of
         the Company or any right or claim to any benefit  under the Plan unless
         such  right or claim has  specifically  accrued  under the terms of the
         Plan or the terms of any award under the Plan.

                  8.7  Treatment as a  Stockholder.  Any award to a  Participant
         under the Plan shall not create  any  rights in such  Participant  as a
         stockholder  of the Company until shares of Common Stock are registered
         in the name of the Participant.

                  8.8 Amendment and Termination of the Plan. The Company's Board
         of Directors may, at any time and in any manner, amend, alter, suspend,
         discontinue,  or terminate the Plan or any award  outstanding under the
         Plan; provided however, that no such amendment, alteration, suspension,
         discontinuance or termination shall:

                           (a)   increase  or  decrease  the  number  of  shares
                  reserved under subsection 4.1 without stockholder approval;

                           (b)  be  made  without  stockholder  approval  to the
                  extent such  approval is  required  by law,  agreement  or the
                  rules of any exchange or automated quotation system upon which
                  the Common Stock is listed or quoted;

                           (c) alter or impair the rights of  Participants  with
                  respect to awards  previously  made under the Plan without the
                  consent of the holder thereof; or

                           (d) make any change that would  disqualify  the Plan,
                  intended to be so qualified,  from the  exemption  provided by
                  Rule 16b-3.




                                        7

<PAGE>



         Notwithstanding  any other  provision of the Plan,  the  provisions  of
         Section 5 may not be amended more frequently than once in any six-month
         period  except  to  comport  with  changes  in the Code,  the  Employee
         Retirement  Income  Security  Act of 1974,  as  amended,  or the  rules
         thereunder.

                  8.9 Immediate Acceleration of Incentives.  Notwithstanding any
         provision  in this Plan to the  contrary or the normal terms of vesting
         under any award,  all outstanding  Formula  Options,  Stock Options and
         SARs will become exercisable immediately if a Change in Control occurs.
         For purposes of this Plan, a "Change in Control" shall have occurred if
         a Business  Combination  (as defined in Article  Fifth of the Company's
         Certificate  of  Incorporation)  occurs  and  is  consummated  and  the
         disinterested  directors  of the  Company  either do not  approve  such
         Business  Combination in accordance  with Article Fifth,  or do approve
         such   Business   Combination   and   so   authorize   such   immediate
         exercisability in connection with such Business Combination.

                  8.10  Definition  of Fair  Market  Value.  Except for  Formula
         Options or other Stock  Options  granted as of the closing  date of the
         IPO, for which the "Fair Market Value" of a share of Common Stock shall
         be equal to the IPO price and as otherwise determined by the Committee,
         the "Fair Market Value" of a share of Common Stock as of any date shall
         be equal to the  closing  sale  price  of a share  of  Common  Stock as
         reported on The National  Association  of Securities  Dealers' New York
         Stock Exchange Composite  Reporting Tape (or if the Common Stock is not
         traded on the New York Stock  Exchange,  the closing  sale price on the
         exchange  on  which  it is  traded  or  as  reported  by an  applicable
         automated  quotation  system) (the "Composite  Tape") on the applicable
         date or, if no sales of Common  Stock are  reported  on such date,  the
         closing  sale  price of a share of Common  Stock on the date the Common
         Stock was last reported on the Composite  Tape (or such other  exchange
         or automated quotation system, if applicable).

                  8.11 Other  Agreements.  All Options  and SARS,  and shares of
         Common  Stock issued in respect  thereof,  will be subject to any other
         agreements,  if any,  between  the Company  and a  Participant  that is
         issued Awards hereunder.



                                        8

<PAGE>


                                                          EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Ethan Allen Interiors Inc.


We consent to incorporation  by reference in the registration  statement on Form
S-8 of Ethan Allen  Interiors Inc. of our report dated August 6, 1997,  relating
to the consolidated  balance sheets of Ethan Allen Interiors Inc. and Subsidiary
as of June  30,  1997 and  1996,  and the  related  consolidated  statements  of
operations,  shareholders'  equity and cash flows and related schedules for each
of the years in the three-year  period ended June 30, 1997, which report appears
in the June 30, 1997 annual report on Form 10-K of Ethan Allen Interiors Inc.

Our report refers to a change in the method of accounting for packaging costs in
the year ended June 30, 1995.



                              /s/ KPMG Peat Marwick



Danbury, Connecticut
March 12, 1998
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 45509}]
{"company-data": {"conformed-name": "ALLEN ETHAN INTERIORS INC", "cik": "0000896156", "assigned-sic": "2511", "irs-number": "061275288", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47935", "film-number": "98565475"}, "business-address": {"street1": "ETHAN ALLEN DR", "street2": "PO BOX 1966", "city": "DANBURY", "state": "CT", "zip": "06811", "phone": "2037438000"}}
As filed with the Securities and Exchange Commission on March 13, 1998
                                  File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           Ethan Allen Interiors Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                    06-1275288
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

         Ethan Allen Drive
        Danbury, Connecticut                             06813
(Address of Principal Executive Offices)               (Zip Code)

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

                Ethan Allen Interiors Inc. 1992 Stock Option Plan
                            (Full Title of the Plan)

                                Edward P. Schade
                           Ethan Allen Interiors Inc.
                                Ethan Allen Drive
                           Danbury, Connecticut 06813
                                 (203) 743-8294
                               (Agent For Service)
CALCULATION OF REGISTRATION FEE

                                                      Proposed Maximum Proposed Maximum     Amount of
  Title of Securities               Amount to be      Offering Price   Aggregate Offering   Registration Fee
  to be Registered                  Registered        Per Share(1)     Price(1)
Common Stock ($.01 par value)      500,000 Shares     $31.75   (2)     $15,875,000 (2)       $4683.13
Common Stock ($.01 par value)      500,000 Shares     $41.275  (2)     $20,637,500 (2)       $6088.06
Common Stock ($.01 par value)      300,000 Shares     $58.40625(3)     $17,521,875 (3)       $5168.95
     Total                       1,300,000 Shares      (2)(3)          $54,034,375         $15,940.14
=============================================================================================================

(1)      Pursuant  to  Rule  457(h)(1),  estimated  solely  for the  purpose  of
         calculating  the  registration  fee.  (2)  Pursuant to Rule  457(h)(1),
         computed  upon the  basis of the  price at  which  the  options  may be
         exercised.  (3) Pursuant to Rule 457(c),  based upon the average of the
         high and low prices for the Common  Stock as  reported  on the New York
         Stock Exchange on  March  6,  1998  (which date is within five business
         days prior to the date of the filing of this Registration Statement).
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents, which have heretofore been filed by Ethan Allen
Interiors Inc., a Delaware corporation (the "Company"),  with the Securities and
Exchange  Commission  pursuant to the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  and the  Securities  Exchange Act of 1934,  as amended (the
"Exchange  Act"), are incorporated by reference herein and shall be deemed to be
a part hereof:

         (a)      The  Company's  Form 10-K for the year ended June 30, 1997 and
                  Form  10-Q  for the  quarters  ended  September  30,  1997 and
                  December 31, 1997.

         (b)      The description of the Company's common stock,  $.01 par value
                  per share (the "Common Stock") under the caption  "Description
                  of Registrant's  Securities to be Registered"  included in the
                  Company's   Registration  Statement  on  Form  8-A,  File  No.
                  1-11806.

         All  documents  subsequently  filed  by  the  Company  or  Ethan  Allen
Interiors Inc. 1992 Stock Option Plan pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities then remaining unsold,  shall be deemed to be incorporated herein
by  reference  and shall be deemed a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         (a) The Delaware General  Corporation Law (the "Delaware GCL") (Section
145) gives  Delaware  corporations  broad powers to indemnify  their present and
former  directors  and officers  and those of  affiliated  corporations  against
expenses  incurred in the defense of any lawsuit to which they are made  parties
by  reason of being or  having  been such  directors  or  officers,  subject  to
specified   conditions  and   exclusions,   gives  a  director  or  officer  who
successfully  defends an action the right to be so  indemnified,  and authorizes
the  Company  to  buy  directors'  and  officers'  liability   insurance.   Such
indemnification  is not exclusive of any other rights to which those indemnified
may be entitled under any by-laws, agreement, vote of stockholders or otherwise.

         (b) The  Certificate  of  Incorporation  of the Company  requires,  and
Article VI of the  By-Laws  of the  Company  provides  for,  indemnification  of
directors,  officers,  employees and agents to the fullest  extent  permitted by
law.

         (c) In  accordance  with Section  102(b)(7)  of the  Delaware  GCL, the
Company's  Certificate of  Incorporation  provides that  directors  shall not be
personally  liable for monetary  damages for breaches of their fiduciary duty as
directors except for (1) breaches of their duty of loyalty to the Company or its
stockholders,  (2)  acts  or  omissions  not in  good  faith  or  which  involve
intentional misconduct or knowing violations of law,
(3) under Section 174 of the Delaware GCL (unlawful payment of dividends) or (4)
transactions from which a director derives an improper personal benefit.

         (d) The Company has a $20,000,000  Directors'  and Officers'  insurance
policy.

         (e) The Company has entered into  indemnification  agreements with each
of its directors providing that the Company will indemnify the directors against
certain liabilities (including settlements) and expenses actually and reasonably
incurred by them in  connection  with any  threatened  or pending  legal action,
proceeding or  investigation  (other than actions  brought by or in the right of
the  Company) to which any of them is, or is  threatened  to be, made a party by
reason for their status as a director, officer or agent of the Company, provided
that such  director  acted in good  faith  and in a manner he or she  reasonably
believed to be in or not opposed to the best  interests of the Company and, with
respect to any criminal  proceedings,  had no reasonable cause to believe his or
her conduct was unlawful.  With respect to any action brought by or in the right
of the Company, directors may also be indemnified,  to the extent not prohibited
by  applicable  laws or as  determined  by a court  of  competent  jurisdiction,
against  expenses  actually and reasonably  incurred by them in connection  with
such action if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the Company. The agreements also
require  indemnification  of directors for all reasonable  expenses  incurred in
connection  with the  successful  defense  of any  covered  action  or claim and
provide  for partial  indemnification  in the case of any  partially  successful
defense.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See the Exhibit Index which is incorporated herein by reference.

Item 9.  Undertakings.

A.  Rule 415 Offering

         The undersigned registrant hereby undertakes:

           1.       To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)    To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                    (ii)   To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;
(iii)  To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                           Provided, however, that paragraphs (1)(i) and (1)(ii)
                           do not apply if the Registration Statement is on Form
                           S-3 or Form S-8, and the  information  required to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the  registrant  pursuant  to  Section  13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated   by  reference   in  the   Registration
                           Statement.

           2.       That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

           3.       To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

B.  Filings Incorporating Subsequent Exchange Act Documents By Reference

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.  Indemnification of Directors and Officers

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons  of the  registrant  pursuant  to  the  provisions  of the  registrant's
articles of  incorporation  or by-laws or  otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Danbury,  State of Connecticut,  on this 13th day of
March, 1998.

                                   ETHAN ALLEN INTERIORS INC.

                                   By: /s/ M. Farooq Kathwari
                                       M. Farooq Kathwari
                                       Chairman and Chief Executive Officer
POWER OF ATTORNEY

           Each person whose  signature  appears  below hereby  constitutes  and
appoints M. Farooq  Kathwari and Edward P. Schade and each of them, the true and
lawful  attorneys-in-fact  and  agents of the  undersigned,  with full  power of
substitution  and  resubstitution,  for and in the name,  place and stead of the
undersigned,  in any  and  all  capacities,  to  sign  any  and  all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities and Exchange  Commission,  and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite and necessary to be done,
as fully to all intents and  purposes  as the  undersigned  might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement has been signed below by the following  persons in their
respective capacities on this 13th day of March, 1998.

Signature                                       Title

/s/ M. Farooq Kathwari            Chairman, Chief Executive Officer and Director
M. Farooq Kathwari

/s/ Clinton A. Clark              Director
Clinton A. Clark

/s/ Steven A. Galef               Director
Steven A. Galef

/s/ Kristin Gamble                Director
Kristin Gamble

/s/ Horace G. McDonell            Director
Horace G. McDonell

/s/ Edward H. Meyer               Director
Edward H. Meyer

/s/ William W. Sprgaue            Director
William W. Sprague

/s/ Edward P. Schade              Vice President and Treasurer (Principal
Edward P. Schade                  Financial Officer)

/s/ Gerardo Burdo                 Chief Accounting Officer
Gerardo Burdo
EXHIBIT INDEX

Exhibit
Number                               Description of Exhibit
------                               ----------------------

5                                    Opinion of Mayer, Brown & Platt

10                                   Amended and Restated Ethan Allen
                                     Interiors Inc. 1992 Stock Option Plan

23.1                                 Consent of KPMG Peat Marwick

23.2                                 Consent of Mayer, Brown & Platt
                                     (included in the opinion filed as
                                     Exhibit 5 hereto)

24                                   Powers of Attorney (included on the
                                     signature page of the Registration
                                     Statement)
EXHIBIT 5

                               OPINION OF COUNSEL

                                             March 13, 1998

Ethan Allen Interiors Inc.
Ethan Allen Drive
Danbury, Connecticut  06813

Ladies and Gentlemen:

     We are  acting as  special  counsel  to Ethan  Allen  Interiors  Inc.  (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended,  of up to 1,300,000 shares of its Common Stock,  $.01 par value (the
"Shares"),  to be offered  pursuant to the Ethan Allen Interiors Inc. 1992 Stock
Option Plan (the "1992 Stock Option  Plan").  In connection  therewith,  we have
examined or are otherwise  familiar with the Company's  Restated  Certificate of
Incorporation, the Company's Amended and Restated By-Laws, the 1992 Stock Option
Plan, each as amended to date, the Company's  Registration Statement on Form S-8
(the "Registration  Statement") relating to the Shares,  relevant resolutions of
the Board of Directors of the Company,  and such other documents and instruments
as we have deemed necessary for the purposes of this opinion.

     Based upon the  foregoing,  we are of the opinion  that the Shares are duly
authorized for issuance and when issued in accordance with the provisions of the
1992 Stock  Option Plan will be legally  issued,  fully paid and  non-assessable
shares of the Company.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration Statement.

                                Very truly yours,

                                /s/ Mayer, Brown & Platt
EXHIBIT 10

                           ETHAN ALLEN INTERIORS INC.
                   AMENDED AND RESTATED 1992 STOCK OPTION PLAN
                               (October 28, 1997)

         1. Purpose.  The purpose of this Ethan Allen  Interiors Inc. 1992 Stock
Option  Plan (the  "Plan) is to  increase  stockholder  value,  to  advance  the
interests of Ethan Allen Interiors Inc. (the "Company"),  its subsidiary,  Ethan
Allen Inc.  ("Ethan  Allen") and its and Ethan  Allen's other  subsidiaries  and
affiliates  (collectively,  the  "Subsidiaries"),  to  strengthen  the Company's
ability to attract and retain the  services  of  experienced  and  knowledgeable
independent directors to enhance the Company's, and its Subsidiaries' ability to
attract,  retain and  motivate  employees,  and to provide  such  directors  and
employees with an opportunity to acquire an equity interest in the Company.

         2. Administration.

                  2.1  Administration,  Generally.  Subject  to  the  terms  and
         conditions  of  the  Plan,  the  Plan  shall  be  administered  by  the
         Compensation Committee of the Company's Board of Directors,  or by such
         other   committee  of  the  Board  as  the  Board  may  determine  (the
         "Committee").

                  2.2  Authority.  Subject  to the terms and  conditions  of the
         Plan, the Committee  shall have the authority to (a) manage and control
         the operation of the Plan, (b) interpret and construe the provisions of
         the Plan or the  provisions of any award under the Plan, and prescribe,
         amend and rescind rules and regulations  relating to the Plan, (c) make
         awards  under the Plan,  in such forms and  amounts and subject to such
         restrictions,  limitations  and  conditions  as it  deems  appropriate,
         including,  without  limitation,  awards which are made in  combination
         with or in tandem with other awards  (whether or not  contemporaneously
         granted),  (d) modify the terms of,  cancel and reissue,  or repurchase
         outstanding  awards, (e) prescribe the form of, agreement,  certificate
         or other  instrument  evidencing  any award under the Plan, (f) correct
         any defect or omission and reconcile any  inconsistency  in the Plan or
         in any award hereunder,  and (g) make all other determinations and take
         all  other  actions  as  it  deems   necessary  or  desirable  for  the
         implementation  and  administration  of the Plan.  Notwithstanding  the
         foregoing  provisions  of this  subsection  2.2,  the  Chief  Executive
         Officer  ("CEO") of the Company  shall  submit his  recommendation  for
         awards under the Plan to the Committee or, if no such Committee exists,
         to the Company's  Board of Directors (the "Board").  The Committee,  or
         the Board,  if no such Committee  shall exist,  shall duly consider the
         recommendations  of the Chief  Executive  Officer,  and shall  have the
         authority to accept, modify or reject the CEO's  recommendation,  or to
         request the CEO to reconsider  such  recommendation.  In addition,  the
         Committee shall have no power,
authority or  discretion  to determine  the persons who are entitled to
         awards  under  Section 5, to determine  the number,  price or timing of
         awards  granted  pursuant  to  Section  5 or to  alter  the  terms  and
         conditions of awards made pursuant to Section 5. The  determination  of
         the Committee on matters  within its authority  shall be conclusive and
         binding on the Company and all other persons.

         3. Participation.  Subject to the terms and conditions of Section 2 and
the remainder of the Plan, the Committee shall determine and designate from time
to time the  directors  of the  Company  and  employees  of the  Company and its
Subsidiaries who shall receive awards under the Plan ("Participants"); provided,
however,  that the  Committee  shall have no power,  authority or  discretion to
determine  the persons who are entitled to awards under  Section 5. The granting
of awards, if any, and the size of such awards are purely discretionary, and, no
employee or director  shall have any right or  privilege to be  considered  as a
Participant,  and no Participant shall have any right or privilege, or be deemed
to have an expectation of being, recommended for an award, subject to Section 5.

         4. Shares Subject to the Plan.

                  4.1 Number of Shares  Reserved.  Shares of common stock,  $.01
         par value,  of the Company  ("Common  Stock")  shall be  available  for
         awards  under the Plan.  To the extent  provided by  resolution  of the
         Company's  Board  of  Directors,  such  shares  may be  uncertificated.
         Subject to adjustments in accordance  with  subsections 4.2 and 4.3 for
         events occurring after October 28, 1997, and after giving effect to the
         two-for-one split of the Common Stock distributed on September 2, 1997,
         to shareholders  of record on August 18, 1997, the aggregate  number of
         shares of Common  Stock  available  for awards  under the Plan shall be
         equal to 2,500,924.

                  4.2      Reusage of Shares.

                  (a) In the event of the exercise or termination  (by reason of
         forfeiture,  expiration,  cancellation,  surrender or otherwise) of any
         award under the Plan,  that  number of shares of Common  Stock that was
         subject to the award but not  delivered  shall again be  available  for
         awards under the Plan.

                  (b)  Notwithstanding  the  provisions  of  paragraph  (a), the
         following  shares shall not be available for reissuance under the Plan:
         (i) shares which are withheld  from any award or payment under the Plan
         to satisfy tax  withholding  obligations  (as  described  in  paragraph
         8.5(e));  (ii) shares which are  surrendered to fulfill tax obligations
         (as  described  in  paragraph  8.5(e));  and  (iii)  shares  which  are
         surrendered  in  payment of the  Formula  Option  Price (as  defined in
         subsection  5.1) upon the  exercise  of a Formula  Option or the Option
         Price (as  defined  in  subsection  6.1) upon the  exercise  of a Stock
         Option.

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4.3  Adjustments  to  Shares  Reserved.  In the  event  of any
         merger,  consolidation,   reorganization,   recapitalization,  spinoff,
         split-up, stock dividend, stock split, reverse stock split, repurchase,
         exchange or other  distribution  with respect to shares of Common Stock
         or other change in the corporate structure or capitalization  affecting
         the Common  Stock,  the type and number of shares of stock which are or
         may  be  subject  to  awards  under  the  Plan  and  the  terms  of any
         outstanding awards (including the price at which shares of stock may be
         issued pursuant to an outstanding award) shall be equitably adjusted by
         the  Committee,  in its  sole  discretion,  to  preserve  the  value of
         benefits awarded or to be awarded to Participants under the Plan.

                  4.4 Individual  Limit.  The maximum number of shares of Common
         Stock  that may be  covered  by  Options  and SARs  granted  to any one
         individual  during any fiscal  year of the Company  shall be  2,000,000
         shares (subject to adjustment in accordance with subsection 4.3).

         5.       Formula Awards.

                  5.1 Formula  options.  As of the date of the annual meeting of
         the Company's  stockholders  for 1993,  each  Independent  Director (as
         defined  below) shall be awarded an option to purchase  2,500 shares of
         Common Stock with an exercise price equal to the initial offering price
         in the Company's  initial public  offering of Common Stock on March 23,
         1993 ("IPO")  (such  options  will be rounded off to the nearest  whole
         share number, and are collectively  referred to as "Formula  Options").
         Formula  Options  granted  pursuant  to this  subsection  5.1 shall not
         constitute  "Incentive Stock Options" within the meaning of section 422
         of the Internal  Revenue Code of 1986,  as amended  (the  "Code").  For
         purposes of the Plan, the term "Independent  Director" as of any annual
         meeting  of the  Company's  stockholders  means a  person  who (a) is a
         director of the Company as of the ending of such meeting, (b) is not an
         executive  or employee of the Company or its  subsidiaries,  and (c) is
         not a  partner,  executive  or  employee  of any  person,  or group (as
         defined  under Rule 13(d) under the  Securities  Exchange  Act of 1934)
         which  includes  persons,  which  would be an  "interested  person"  as
         referred to in the  Company's  Certificate  of  Incorporation  (without
         regard to any "business  combination"  for this purpose) as of the date
         hereof or as of the date of grant. If, for any reason,  any Independent
         Director is  prohibited  or restricted  from  personally  receiving the
         foregoing  Formula  Options by his employer or otherwise,  such Formula
         Options will not be issued to such Independent Director.

                  5.2 Service  Required for  Exercise.  One half of each Formula
         Option  granted to an  Independent  Director  Participant  shall become
         exercisable upon such  Participant's  completion of one continuous year
         of  service  as an  Independent  Director  after  the date of the grant
         thereof,  and the remaining  one-half of each Formula Option granted to
         an   Independent   Director   shall   become   exercisable   upon  such
         Participant's

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completion  of  two  continuous  years  of  service  as an  Independent
         Director after the date of the grant hereof.

                  5.3 Expiration of Formula Options.  All rights with respect to
         a Formula Option shall automatically terminate on the earliest of:

                           (a) the date which is 10 years  after the date of the
                  grant;

                           (b) the date which is 90 days after the date on which
                  the  Participant's  service to the  Company as an  Independent
                  Director terminates for any reason.

                  5.4 Manner of Exercise. A Formula Option may be exercised,  in
         whole or in part,  by giving  written  notice  to the  Chief  Executive
         Officer of the Company  prior to the date on which the  Formula  Option
         expires; provided, however, that a Formula Option may only be exercised
         with respect to whole shares of Common Stock. Such notice shall specify
         the  number  of shares of  Common  Stock to be  purchased  and shall be
         accompanied  by payment of the  exercise  price for such shares in such
         form and manner as the Committee may from time to time approve.

         6.  Stock Options.

                  6.1 Awards.  Subject to the terms and  conditions of the Plan,
         there shall be designated the  Participants to whom options to purchase
         shares of Common Stock  ("Stock  Options")  are to be awarded under the
         Plan and  shall  determine  the  number,  type and  terms of the  Stock
         Options  to be  awarded to each of them;  provided  however,  that each
         Stock Option  shall  expire on the earlier of the date  provided by the
         option terms or the date which is 10 years after the date of grant. The
         option  price per  share  (the  "Option  Price")  for any Stock  Option
         awarded  shall  not be less than the  greater  of par value or the Fair
         Market Value of a share of Common Stock on the date the Stock Option is
         awarded.   Each  Stock  Option  awarded  under  the  Plan  shall  be  a
         "nonqualified  stock  option" for tax purposes  unless the Stock Option
         satisfies  all of the  requirements  of section 422 of the Code and the
         Committee designates such Stock Option as an Incentive Stock Option.

                  6.2 Manner of Exercise.  A Stock Option may be  exercised,  in
         whole or in part,  by giving  written  notice  to the  Chief  Executive
         Officer  of the  Company  prior to the date on which the  Stock  Option
         expires;  provided,  however, that a Stock Option may only be exercised
         with respect to whole shares of Common Stock. Such notice shall specify
         the  number  of shares of  Common  Stock to be  purchased  and shall be
         accompanied by payment of the Option Price for such shares in such form
         and manner as the Committee may from time to time approve.

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7.  Stock Appreciation Rights.

                  7.1 Awards.  Subject to the terms and  conditions of the Plan,
         there shall be designated the  Participants to whom stock  appreciation
         rights  ("SARs") are to be awarded  under the Plan and shall  determine
         the  number  and  terms  of the  SARs to be  awarded  to each of  them;
         provided,  however,  that each SAR shall  expire on the  earlier of the
         date  provided  by the  terms of the SAR or the date  which is 10 years
         after the date of grant.

                  7.2 Payment.  Subject to the terms and conditions of the Plan,
         upon  exercise  of an SAR, a  Participant  shall be entitled to receive
         that number of shares of Common Stock having a Fair Market Value (as of
         the date of exercise) equal to the product of:

                           (a) the number of shares of Common  Stock as to which
                  the SAR is exercised; and

                           (b) the  excess of the Fair  Market  Value (as of the
                  date of exercise) of a share of Common Stock over the exercise
                  price of the SAR;

         provided,  however, that, in lieu of fractional shares of Common Stock,
         a Participant shall be entitled to receive an appropriate cash payment;
         and provided further that the Committee,  in its sole  discretion,  may
         elect to settle the SAR (or any  portion  thereof) in cash equal to the
         Fair Market Value on the  exercise  date of any or all of the shares of
         Common Stock that would otherwise be issuable upon exercise.

                  7.3 Manner of Exercise.  An SAR may be exercised,  in whole or
         in part, by giving written notice to the Chief Executive Officer of the
         Company  prior to the date on which the SAR expires.  Such notice shall
         specify  the  number  of  shares  with  respect  to  which  the  SAR is
         exercised.  As soon as  practicable  after receipt of such notice,  the
         Company shall deliver to the Participant certificates for the shares of
         Common Stock or cash,  or both,  to which the  Participant  is entitled
         pursuant to subsection 7.2.

         8.       General.

                  8.1  Effective  Date.  The Plan shall be effective as of March
         23, 1993.

                  8.2 Duration.  The Plan shall be unlimited in duration and, in
         the event of Plan  termination,  shall  remain in effect as long as any
         awards under it are outstanding;  provided, however, that no awards may
         be granted under the Plan on any date after October 28, 2007.

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8.3 Non-transferability of Awards; Other Agreements. Except as
         otherwise  provided by the Committee,  no award made under the Plan may
         be  transferred,  pledged or assigned by the holder thereof  (except in
         the event of the  holder's  death,  by will or the laws of descent  and
         distribution)  and the Company  shall not be required to recognize  any
         attempted  assignment  of such  rights  by any  Participant.  During  a
         Participant's  lifetime,  awards may be exercised only by him or by his
         guardian or legal representative.  Awards under the Plan, including any
         Formula  Options,  Stock  Options,  SARs and  Common  Stock  issued  in
         connection with Formula Options, Stock Options, SARs or otherwise, will
         also be  subject to any other  agreements  entered  into,  from time to
         time, by the Participant and the Company.

                  8.4 Effect of Termination of Employment or Death. In the event
         that a  Participant  dies  (or in the case of a  Participant  who is an
         employee,  ceases to be an  employee  of the  Company  for any  reason,
         including  death),  any Stock Options or SARs then  outstanding  may be
         exercised  or shall expire 90 days  thereafter,  and  therefore  may be
         exercised  by  such   Participant   (or  his  estate)  within  90  days
         thereafter,  unless otherwise  provided in accordance with the terms of
         the award.

                  8.5      Compliance with Applicable Law and Withholding.

                           (a)  Notwithstanding any other provision of the Plan,
                  the Company  shall have no  obligation  to issue any shares of
                  Common Stock under the Plan if such issuance would violate any
                  applicable law or any applicable  regulation or requirement of
                  any securities exchange or similar entity.

                           (b)  Prior to the  issuance  of any  shares of Common
                  Stock  under  the  Plan,  the  Company  may  require a written
                  statement  that the  recipient  is  acquiring  the  shares for
                  investment  and not for the purpose or with the  intention  of
                  distributing  the  shares  and  will  not  dispose  of them in
                  violation of the  registration  requirements of the Securities
                  Act of 1933.

                           (c) With  respect  to any  person  who is  subject to
                  section 16(a) of the Exchange  Act, the Committee  may, at any
                  time, add such  conditions and  limitations to any award under
                  the Plan that it deems  necessary  or desirable to comply with
                  the requirements of Rule 16b-3.

                           (d)  If,  at any  time,  the  Company,  in  its  sole
                  discretion,  determines  that  the  listing,  registration  or
                  qualification  (or any  updating of any such  document) of any
                  award,  or  the  shares  of  Common  Stock  issuable  pursuant
                  thereto,  is necessary on any securities exchange or under any
                  federal  or state  securities  or blue  sky  law,  or that the
                  consent or approval  of any  governmental  regulatory  body is
                  necessary  or desirable  as a condition  of, or in  connection
                  with,  any award or the  issuance  of  shares of Common  Stock
                  pursuant  to any award,  such award  shall not be made and the
                  shares of Common Stock shall

                                        6
not be issued or such  restrictions  shall not be removed,  as
                  the case may be,  in whole or in part,  unless  such  listing,
                  registration,  qualification,  consent or approval  shall have
                  been  effected  or  obtained  free  of  any   conditions   not
                  acceptable to the Company.

                           (e) All awards and payments  under the Plan which are
                  made to employees of the Company are subject to withholding of
                  all  applicable  taxes and the Company shall have the right to
                  withhold from any such award under the Plan or to collect as a
                  condition of any payment  under the Plan, as  applicable,  any
                  taxes required by law to be withheld.  To the extent  provided
                  by  the  Committee,  a  Participant  may  elect  to  have  any
                  distribution  otherwise  required to be made under the Plan to
                  be withheld or to  surrender  to the Company  shares of Common
                  Stock  already  owned by the  Participant  to fulfill  any tax
                  withholding obligation.

                  8.6 No Continued  Employment.  The Plan does not  constitute a
         contract of employment or continued  service,  and participation in the
         Plan will not give any employee or Participant the right to be retained
         in the employ of the  Company or the right to continue as a director of
         the Company or any right or claim to any benefit  under the Plan unless
         such  right or claim has  specifically  accrued  under the terms of the
         Plan or the terms of any award under the Plan.

                  8.7  Treatment as a  Stockholder.  Any award to a  Participant
         under the Plan shall not create  any  rights in such  Participant  as a
         stockholder  of the Company until shares of Common Stock are registered
         in the name of the Participant.

                  8.8 Amendment and Termination of the Plan. The Company's Board
         of Directors may, at any time and in any manner, amend, alter, suspend,
         discontinue,  or terminate the Plan or any award  outstanding under the
         Plan; provided however, that no such amendment, alteration, suspension,
         discontinuance or termination shall:

                           (a)   increase  or  decrease  the  number  of  shares
                  reserved under subsection 4.1 without stockholder approval;

                           (b)  be  made  without  stockholder  approval  to the
                  extent such  approval is  required  by law,  agreement  or the
                  rules of any exchange or automated quotation system upon which
                  the Common Stock is listed or quoted;

                           (c) alter or impair the rights of  Participants  with
                  respect to awards  previously  made under the Plan without the
                  consent of the holder thereof; or

                           (d) make any change that would  disqualify  the Plan,
                  intended to be so qualified,  from the  exemption  provided by
                  Rule 16b-3.

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Notwithstanding  any other  provision of the Plan,  the  provisions  of
         Section 5 may not be amended more frequently than once in any six-month
         period  except  to  comport  with  changes  in the Code,  the  Employee
         Retirement  Income  Security  Act of 1974,  as  amended,  or the  rules
         thereunder.

                  8.9 Immediate Acceleration of Incentives.  Notwithstanding any
         provision  in this Plan to the  contrary or the normal terms of vesting
         under any award,  all outstanding  Formula  Options,  Stock Options and
         SARs will become exercisable immediately if a Change in Control occurs.
         For purposes of this Plan, a "Change in Control" shall have occurred if
         a Business  Combination  (as defined in Article  Fifth of the Company's
         Certificate  of  Incorporation)  occurs  and  is  consummated  and  the
         disinterested  directors  of the  Company  either do not  approve  such
         Business  Combination in accordance  with Article Fifth,  or do approve
         such   Business   Combination   and   so   authorize   such   immediate
         exercisability in connection with such Business Combination.

                  8.10  Definition  of Fair  Market  Value.  Except for  Formula
         Options or other Stock  Options  granted as of the closing  date of the
         IPO, for which the "Fair Market Value" of a share of Common Stock shall
         be equal to the IPO price and as otherwise determined by the Committee,
         the "Fair Market Value" of a share of Common Stock as of any date shall
         be equal to the  closing  sale  price  of a share  of  Common  Stock as
         reported on The National  Association  of Securities  Dealers' New York
         Stock Exchange Composite  Reporting Tape (or if the Common Stock is not
         traded on the New York Stock  Exchange,  the closing  sale price on the
         exchange  on  which  it is  traded  or  as  reported  by an  applicable
         automated  quotation  system) (the "Composite  Tape") on the applicable
         date or, if no sales of Common  Stock are  reported  on such date,  the
         closing  sale  price of a share of Common  Stock on the date the Common
         Stock was last reported on the Composite  Tape (or such other  exchange
         or automated quotation system, if applicable).

                  8.11 Other  Agreements.  All Options  and SARS,  and shares of
         Common  Stock issued in respect  thereof,  will be subject to any other
         agreements,  if any,  between  the Company  and a  Participant  that is
         issued Awards hereunder.

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EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Ethan Allen Interiors Inc.

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Ethan Allen  Interiors Inc. of our report dated August 6, 1997,  relating
to the consolidated  balance sheets of Ethan Allen Interiors Inc. and Subsidiary
as of June  30,  1997 and  1996,  and the  related  consolidated  statements  of
operations,  shareholders'  equity and cash flows and related schedules for each
of the years in the three-year  period ended June 30, 1997, which report appears
in the June 30, 1997 annual report on Form 10-K of Ethan Allen Interiors Inc.

Our report refers to a change in the method of accounting for packaging costs in
the year ended June 30, 1995.

                              /s/ KPMG Peat Marwick

Danbury, Connecticut
March 12, 1998