Exhibit 10(b)-1





           (As Amended and Restated

           Effective as of January 1, 2001)

WHEREAS, Ethan Allen Inc. (the “Company”) maintains The Ethan Allen Retirement Savings Plan (the “Plan”);


WHEREAS, amendment of the Plan is now considered desirable;

NOW, THEREFORE, by virtue and in exercise of the amending power reserved to the Company under the Plan and pursuant to the authority delegated to the undersigned officer of the Company by a resolution adopted by its Board of Directors, the Plan is hereby amended effective as of January 1, 2002 by substituting the following for subsection 4.5 of the Plan:

“4.5.       Rollover Contributions. A Participant or employee who meets the requirements of subsection 2.1 of the Plan, other than paragraph (a) thereof, may, in accordance with procedures approved by the Committee, make a Rollover Contribution (as defined below) to the Trustee of the Plan. The term ‘Rollover Contribution’ means:



a cash contribution to the Plan by the Participant of amounts distributed from a qualified plan described in section 401(a) of the Code (or distributed from an individual retirement account and constituting a “rollover contribution” as described in section 408(d)(3) of the Code) and made within 60 days of receipt of such amount; or



a payment made to the Plan by another qualified plan described in section 401(a) of the Code as a direct rollover (as contemplated by section 401(a)(31) of the Code) on behalf of and at the direction of the Participant, which payment shall be in cash; provided, however, that to the extent and under such circumstances as approved by the Committee, such payment may be made in assets other than cash, including, but not limited to, promissory notes evidencing outstanding loans to the Participant or employee under the other qualified plan,


provided, in either case, such distributed or directly rolled over amounts are permitted to be rolled over to a qualified plan under the applicable provisions of the Code as then in effect. In addition, a plan qualified under section 401(a) of the Code and holding amounts for the benefit of a Participant or an employee may, with such individual’s consent and the consent of the Committee, transfer such amounts to the Plan, but only if such amounts are not subject to the provisions of section 401(a)(11) or 411(d)(6) of the Code. If an employee who is not otherwise a Participant makes a rollover contribution to the Plan or has amounts transferred to the Plan on his behalf, he shall be treated as a Participant only with respect to the amounts so contributed or transferred until he has met the requirements for Plan participation set forth in subsection 2.1.”



IN WITNESS WHEREOF, Ethan Allen Inc. has caused this amendment to be signed by it duly authorized officer this 29th day of January, 2002.



By:    /s/                                                        

Its: Vice-President, Human Resources