Exhibit 3(c)-4


                                      THIRD
                            CERTIFICATE OF AMENDMENT
                                     OF THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           ETHAN ALLEN INTERIORS INC.


         The  undersigned,  being the President and Chief Executive  Officer and
Secretary,  respectively,  of Ethan Allen Interiors Inc., a Delaware corporation
(the "Company"),  pursuant to Section 242 of the General  Corporation Law of the
State of Delaware (the "GCL"), do hereby certify as follows:

         1. At a duly called  meeting of the board of  directors of the Company,
the board adopted  resolutions  to amend the Company's  Restated  Certificate of
Incorporation (the "Amending  Resolutions"),  declared said Amending Resolutions
to be advisable, and directed that the Amending Resolutions be considered at the
Company's Annual Meeting of Stockholders  held on November 16, 1998 (the "Annual
Meeting");

         2. At the Annual  Meeting,  called and held upon  notice in  accordance
with Section 222 of the GCL,  the  requisite  number of shares of the  Company's
common  stock,  par  value  $.01 per  share,  voted  in  favor  of the  Amending
Resolutions; and

         3. The  Amending  Resolutions  were duly  adopted  in  accordance  with
Section 242 of the GCL.

         NOW, THEREFORE, to effect the Amending Resolutions, the first paragraph
of Article  FOURTH of the  Company's  Second  Certificate  of  Amendment  of the
Restated  Certificate  of  Incorporation  shall be deleted in its  entirety  and
replaced as follows:

                  "FOURTH. The total number of shares of capital stock which the
         Corporation  shall  have  authority  to  issue is  151,655,000  shares,
         consisting of  150,000,000  shares of Common Stock,  par value $.01 per
         share (the "Common Stock"), 600,000 shares of Class B Common Stock, par
         value $.01 per share (the "Class B Common Stock"), and 1,055,000 shares
         of Preferred Stock, par value $0.01 per share (the "Preferred Stock").

Except as  specifically  set forth herein,  the remaining  paragraphs of Article
FOURTH of the  Company's  Restated  Certificate  on  Incorporation  shall not be
amended, modified or otherwise altered.







         IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Certificate  of
Amendment of the Restated Certificate of Incorporation to be signed by M. Farooq
Kathwari,  its President and Chief  Executive  Officer,  and attested by Roxanne
Khazarian, its Secretary, this 27th day of April, 1999.

                                         ETHAN ALLEN INTERIORS INC.



                                         By:  /s/ M. Farooq Kathwari
                                              Name:  M. Farooq Kathwari
                                              Title: President and Chief
                                                     Executive Officer


ATTEST:





         /s/ Roxanne Khazarian
Name:    Roxanne Khazarian
Title:   Secretary