EXHIBIT 10(l)-1

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                              DATED AUGUST 1, 2002


This First  Amendment (the "First  Amendment")  dated as of November 21, 2002 is
made by and between  Ethan Allen  Interiors  Inc., a Delaware  corporation  (the
"Corporation")  and its  subsidiary,  Ethan Allen Inc.,  a Delaware  corporation
(individually the "Subsidiary" and collectively  with the Corporation  sometimes
referred to herein as the "Companies") and M. Farooq Kathwari (the "Executive").

                                    RECITALS

WHEREAS,  the Executive and the Companies are parties to that certain Employment
Agreement  dated as of  August  1,  2002 and  effective  as of July 1, 2002 (the
"Agreement").

WHEREAS,  the Companies  and the Executive  wish to continue the services of the
Executive  as  Chairman  of the  Board of  Directors  of the  Companies  and the
employment of the Executive with the Companies as President and Chief  Executive
Officer and wish to amend certain terms relating to the Agreement.

                                    AGREEMENT

NOW THEREFORE,  in  consideration  of the promises and mutual  covenants  herein
contained,  and other good and valuable  consideration,  the receipt of which is
acknowledged by each party to the other,  the Companies and the Executive hereby
agree as follows:

1.       Paragraph 5.2 (b) of the agreement shall be replaced as follows:

         "  Effective  as of July 1,  2002,  2003 and 2004 the  Corporation  and
         Executive  shall enter into,  execute and deliver the Restricted  Stock
         Agreement,  in  substantially  the  form of  EXHIBIT  A-1  hereto  (the
         "Restricted Stock  Agreement")  pursuant to which the Corporation shall
         grant to the Executive,  effective as of each of July 1, 2002, 2003 and
         2004, 10,500 shares of the  Corporation's  common stock, par value $.01
         per share ("Common  Stock"),  for a total of 31,500  shares,  under the
         Corporation's  1992 Stock  Option Plan (as amended from time to time in
         accordance  with  its  terms,  the  "Plan"),  in  accordance  with  the
         Restricted  Stock  Agreement  in  substantially  the form set  forth in
         EXHIBIT A-1,  which shares of Common Stock will be  "restricted  stock"
         subject to the Restricted Stock Agreement. Shares of Common Stock under
         the  Restricted  Stock  Agreement  are  referred to as the  "Restricted
         Stock" for purposes of this  Agreement.  For this purpose,  EXHIBIT A-1
         hereto is the form of Restricted Stock Agreement for 2002,  Exhibit A-2
         is the form of Restricted  Stock  Agreement for 2003 and Exhibit A-3 is
         the form of Restricted Stock Agreement for 2004."

2.       Exhibits  A-4, and A-5 are hereby  deleted from the Agreement and of no
         further force or effect.

3.       Except as otherwise amended hereinabove,  the Agreement,  including but
         not limited to all  attachments and exhibits  thereto,  shall remain in
         full force and effect.


IN WITNESS WHEREOF,  the Executive has hereunto set the Executive's hand and the
Corporation has caused this First Amendment Agreement to be executed in its name
and on behalf of the Corporation,  and its Corporate Seal to be hereunto affixed
and attested by its Secretary, all as of the day and year first above written.



Ethan Allen Interiors Inc.                            M. Farooq Kathwari


By:   /S/  EDWARD MEYER                               /S/ M. FAROOQ KATHWARI
   ----------------------------                    -----------------------------
         Edward Meyer

Its:     Chairman, Compensation Committee



Attested:

By:   /S/  PAMELA A. BANKS
   ---------------------------
      Pamela A. Banks
Its:  Secretary