As filed with the Securities and Exchange Commission on May 5, 1997
                                  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          Share (1)         Price(1)
<S>                                     <C>                 <C>                 <C>                 <C>
Common Stock ($.01 par value)      600,000 Shares        $41.50 (2)       $24,900,000 (2)      $7,545.45

(1)  Pursuant to Rule 457(h)(1), estimated solely for the purpose of calculating
     the registration fee.


(2)  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 April
     28, 1997 (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, 1996 and
                  Form 10-Q for the  quarters  ended  September  30,  1996,  and
                  December 31, 1996.

         (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 401(k)
Employee  Savings 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>



                                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.


                                   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 5th day of
May, 1997.

                                  ETHAN ALLEN INTERIORS INC.


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







<PAGE>



           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 5th day of May, 1997.

          Signature                               Title
          ---------                               -----


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




/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. Sprague        Director
William W. Sprague




/s/ Edward P. Schade          Vice President and Chief
Edward P. Schade              Financial Officer



/s/ Gerardo Burdo             Chief Accounting Officer
Gerardo Burdo

<PAGE>






                                  EXHIBIT INDEX



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


   4.1                              Restated Certificate of Incorporation of the
                                    Company   (incorporated   by   reference  to
                                    Exhibit 3(c) to the  Company's  Registration
                                    Statement on Form S-1, File No. 33- 57216)

   4.2                              Amended and Restated  By-Laws of the Company
                                    (incorporated  by  reference to Exhibit 3(d)
                                    to the Company's  Registration  Statement on
                                    Form S-1, File No. 33- 57216)

   4.3                              Certificate  of  Designations  of  Series  C
                                    Participating Preferred Stock, dated July 3,
                                    1996 (incorporated by reference to Exhibit 1
                                    to the Company's  Registration  Statement on
                                    Form  8-A,  dated  July 3,  1996,  File  No.
                                    1-11806)

   4.4                              Rights Agreement, dated as of June 26, 1996,
                                    among  the  Company  and  Harris  Trust  and
                                    Savings Bank  (incorporated  by reference to
                                    Exhibit  2  to  the  Company's  Registration
                                    Statement  on Form 8-A,  dated July 3, 1996,
                                    File No. 1-11806)

   5                                Opinion of Mayer, Brown & Platt

   10                               Amendment No.1 to Ethan Allen Interiors Inc.
                                    1992 Stock Option Plan

   23.1                             Consent of KPMG Peat Marwick LLP

   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



                                   May 5, 1997



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 600,000  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.

                    FIRST AMENDMENT TO 1992 STOCK OPTION PLAN


         This First  Amendment  to 1992 Stock  Option Plan (the "Plan") of Ethan
Allen  Interiors  Inc.  (the  "Company")  is  dated  as of  May  5,  1997  (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 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")  reserved for issuance under the plan from 580,199 to 1,180,199
in order to retain  flexibility  in  awarding  shares of Common  Stock under the
Plan;

         WHEREAS, the stockholders of the Company have, at a meeting duly called
and held by the Company on  September  27,  1996,  approved  the increase in the
number of shares of Common Stock reserved for issuance under the Plan;

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

         1.  Section 5 of the Plan is hereby  amended  by  deleting  the  number
"580,199" and substituting therefor "1,180,199".

         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.




<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 July 31, 1996, relating to
the consolidated  balance sheets of Ethan Allen Interiors Inc. and Subsidiary as
of  June  30,  1996  and  1995,  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, 1996, which report appears
in the June 30, 1996 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
May 5, 1997




<PAGE>


                              MAYER, BROWN & PLATT
                            1675 BROADWAY, SUITE 1900
                          NEW YORK, NEW YORK 10019-5820


                                   May 5, 1997


VIA EDGAR

Securities and Exchange Commission
Attention:  Filing Desk
Mail Stop 1-4
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Ethan Allen Interiors Inc.
Registration Statement No. 333-

Ladies and Gentlemen:

         On behalf of Ethan Allen  Interiors Inc. (the  "Company"),  please find
transmitted  herewith for filing  pursuant to Section 5 of the Securities Act of
1933,  as  amended,  a  Registration  Statement  on Form  S-8,  relating  to the
registration of shares of common stock of the Company to be offered  pursuant to
the Company's stock option plan.

         The requisite  filing fee of $7,545.45 was paid by wire transfer to the
Securities  and  Exchange   Commission's   designated   lockbox  in  Pittsburgh,
Pennsylvania.

         Please address any questions  regarding this filing to the  undersigned
at (212) 506- 2624.

                                Very truly yours,

                              /s/ Shant H. Chalian
                              ----------------------
                                  Shant H. Chalian


cc:      Edward P. Schade
         James B. Carlson
         Kathleen A. Walsh




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23861}]
{"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": "333-26949", "film-number": "97601426"}, "business-address": {"street1": "ETHAN ALLEN DRIVE", "street2": "PO BOX 1966", "city": "DANBURY", "state": "CT", "zip": "06811", "phone": "2037438000"}}
As filed with the Securities and Exchange Commission on May 5, 1997
                                  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          Share (1)         Price(1)
Common Stock ($.01 par value)      600,000 Shares        $41.50 (2)       $24,900,000 (2)      $7,545.45

(1)  Pursuant to Rule 457(h)(1), estimated solely for the purpose of calculating
     the registration fee.

(2)  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 April
     28, 1997 (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, 1996 and
                  Form 10-Q for the  quarters  ended  September  30,  1996,  and
                  December 31, 1996.

         (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 401(k)
Employee  Savings 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.
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.

                                   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 5th day of
May, 1997.

                                  ETHAN ALLEN INTERIORS INC.

                                  By: /s/ M. Farooq Kathwari
                                          M. Farooq Kathwari
                                          Chairman and Chief Executive Officer
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 5th day of May, 1997.

          Signature                               Title
          ---------                               -----

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

/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. Sprague        Director
William W. Sprague

/s/ Edward P. Schade          Vice President and Chief
Edward P. Schade              Financial Officer

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

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

   4.1                              Restated Certificate of Incorporation of the
                                    Company   (incorporated   by   reference  to
                                    Exhibit 3(c) to the  Company's  Registration
                                    Statement on Form S-1, File No. 33- 57216)

   4.2                              Amended and Restated  By-Laws of the Company
                                    (incorporated  by  reference to Exhibit 3(d)
                                    to the Company's  Registration  Statement on
                                    Form S-1, File No. 33- 57216)

   4.3                              Certificate  of  Designations  of  Series  C
                                    Participating Preferred Stock, dated July 3,
                                    1996 (incorporated by reference to Exhibit 1
                                    to the Company's  Registration  Statement on
                                    Form  8-A,  dated  July 3,  1996,  File  No.
                                    1-11806)

   4.4                              Rights Agreement, dated as of June 26, 1996,
                                    among  the  Company  and  Harris  Trust  and
                                    Savings Bank  (incorporated  by reference to
                                    Exhibit  2  to  the  Company's  Registration
                                    Statement  on Form 8-A,  dated July 3, 1996,
                                    File No. 1-11806)

   5                                Opinion of Mayer, Brown & Platt

   10                               Amendment No.1 to Ethan Allen Interiors Inc.
                                    1992 Stock Option Plan

   23.1                             Consent of KPMG Peat Marwick LLP

   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

                                   May 5, 1997

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 600,000  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.

                    FIRST AMENDMENT TO 1992 STOCK OPTION PLAN

         This First  Amendment  to 1992 Stock  Option Plan (the "Plan") of Ethan
Allen  Interiors  Inc.  (the  "Company")  is  dated  as of  May  5,  1997  (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 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")  reserved for issuance under the plan from 580,199 to 1,180,199
in order to retain  flexibility  in  awarding  shares of Common  Stock under the
Plan;

         WHEREAS, the stockholders of the Company have, at a meeting duly called
and held by the Company on  September  27,  1996,  approved  the increase in the
number of shares of Common Stock reserved for issuance under the Plan;

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

         1.  Section 5 of the Plan is hereby  amended  by  deleting  the  number
"580,199" and substituting therefor "1,180,199".

         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 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 July 31, 1996, relating to
the consolidated  balance sheets of Ethan Allen Interiors Inc. and Subsidiary as
of  June  30,  1996  and  1995,  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, 1996, which report appears
in the June 30, 1996 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
May 5, 1997
MAYER, BROWN & PLATT
                            1675 BROADWAY, SUITE 1900
                          NEW YORK, NEW YORK 10019-5820

                                   May 5, 1997

VIA EDGAR

Securities and Exchange Commission
Attention:  Filing Desk
Mail Stop 1-4
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Ethan Allen Interiors Inc.
Registration Statement No. 333-

Ladies and Gentlemen:

         On behalf of Ethan Allen  Interiors Inc. (the  "Company"),  please find
transmitted  herewith for filing  pursuant to Section 5 of the Securities Act of
1933,  as  amended,  a  Registration  Statement  on Form  S-8,  relating  to the
registration of shares of common stock of the Company to be offered  pursuant to
the Company's stock option plan.

         The requisite  filing fee of $7,545.45 was paid by wire transfer to the
Securities  and  Exchange   Commission's   designated   lockbox  in  Pittsburgh,
Pennsylvania.

         Please address any questions  regarding this filing to the  undersigned
at (212) 506- 2624.

                                Very truly yours,

                              /s/ Shant H. Chalian
                              ----------------------
                                  Shant H. Chalian

cc:      Edward P. Schade
         James B. Carlson
         Kathleen A. Walsh