FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KATHWARI M FAROOQ
   2. Issuer Name and Ticker or Trading Symbol
ETHAN ALLEN INTERIORS INC [ETH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President, CEO
(Last)
(First)
(Middle)
ETHAN ALLEN INTERIORS INC., ETHAN ALLEN DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/11/2008
(Street)

DANBURY, CT 06811		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               2,036,046 (1) D  
Restricted Stock 11/11/2008   A   60,000 (2) A $ 0 2,096,046 D  
Common Stock               300,000 I Kathwari 2007 Grantor Retained Annuity Trust (GRAT)
Common Stock               200,000 I Kathwari 2008 Grantor Retained Annuity Trust (GRAT)
Common Stock               138,186 I Irfan Kathwari Trust
Common Stock               15,364 I Held by Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock $ 15.93 11/11/2008   A   50,000   11/11/2012(3) 11/11/2018 Common Stock 50,000 $ 0 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KATHWARI M FAROOQ
ETHAN ALLEN INTERIORS INC.
ETHAN ALLEN DRIVE
DANBURY, CT 06811		   X   X   Chairman, President, CEO  

Signatures

 M.Farooq Kathwari   11/13/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 3,000 shares of restricted stock that vested on 6/30/08; 20,000 shares of restricted stock granted on 7/1/08; and 9,706 shares gifted to U.S. Institute of Peace on 8/28/08.
(2) Restricted stock granted pursuant to a Restricted Stock Agreement which provides for vesting to occur if specific financial objectives are achieved during the final three quarters of fiscal 2009.
(3) Options vest 25% per year over fours years pursuant to an Option Agreement and are fully vested in four years.

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