EXHIBIT 3(g)-1

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

ETHAN ALLEN INC.

___________________

Pursuant to

§ 242 of the Delaware General Corporation Law

___________________

ETHAN ALLEN INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors and sole shareholder of the Corporation, in accordance with the General Corporation Law of the State of Delaware (the “Law”), duly adopted resolutions setting forth the following amendment (the “Amendment”) to the Restated Certificate of Incorporation of the Corporation, declaring the Amendment to be advisable.

SECOND:  That the Amendment was adopted by unanimous written consent of the directors of the Corporation followed by the unanimous written consent of the sole holder of the outstanding shares of common stock entitled to vote thereon, all in accordance with Sections 242, 141(f), and 228 of the Law.