                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended             September 30, 2001
                                 -----------------------------------------------
                                                 or

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                     to
                               -------------------    --------------------------

Commission File Number:                              1-11692
                           -----------------------------------------------------


                           Ethan Allen Interiors Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                    <C>                                                   <C>
                       Delaware                                              06-1275288
-----------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)         (I.R.S. Employer ID No.)

                       Ethan Allen Drive, Danbury, Connecticut 06811
-----------------------------------------------------------------------------------------------
                       (Address of principal executive offices)

                                   (203) 743-8000
------------------------------------------------------------------------------------------------
                        (Registrant's telephone number, including area code)

                                        N/A
-----------------------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last report)
</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.                                [X] Yes [ ] No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.                                             [ ] Yes [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                        38,670,073 at September 30, 2001


<PAGE>


                           ETHAN ALLEN INTERIORS INC.
                                 AND SUBSIDIARY
                                      INDEX

<TABLE>
<CAPTION>
                                                                                        PAGE

Part I.  Financial Information:

     <S>  <C>                                                                           <C>
     Item 1. Consolidated Financial Statements as of September 30, 2001
          (unaudited) and June 30, 2001 and for the three months ended September
          30, 2001 and 2000 (unaudited)

          Consolidated Balance Sheets                                                     2

          Consolidated Statements of Operations                                           3

          Consolidated Statements of Cash Flows                                           4

          Consolidated Statements of Shareholders' Equity                                 5

          Notes to Consolidated Financial Statements                                      6

     Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                                          11

     Item 3. Quantitative and Qualitative Disclosures about Market Risk                  14

Part II. Other Information:                                                              15

     Item 1. Legal Proceedings

     Item 2. Changes in Securities and Use of Proceeds

     Item 3. Defaults Upon Senior Securities

     Item 4. Submission of Matters to a Vote of Security Holders

     Item 5. Other Information

     Item 6. Exhibits and Reports on Form 8-K

Signatures                                                                               16
</TABLE>




                                       1
<PAGE>



                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                September 30,
                                                                                   2001           June 30,
                                                                                 (unaudited)        2001
                                                                                 -----------      --------

ASSETS
Current assets:
  <S>                                                                             <C>          <C>
  Cash and cash equivalents                                                       $  38,294    $  48,112
  Accounts receivable, less allowance of $2,314
    and $2,679 at September 30, 2001 and
    June 30, 2001, respectively                                                      30,410       33,055
  Inventories                                                                       173,850      176,036
  Prepaid expenses and other current assets                                          20,405       18,085
  Deferred income taxes                                                              14,308       14,789
                                                                                  ---------    ---------
        Total current assets                                                        277,267      290,077

Property, plant and equipment, net                                                  275,227      268,659
Intangibles, net                                                                     59,246       52,863
Other assets                                                                          7,151        7,519
                                                                                  ---------    ---------
     Total assets                                                                 $ 618,891    $ 619,118
                                                                                  =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt and
   capital lease obligations                                                      $     133    $     131
  Accounts payable                                                                   71,703       63,788
  Accrued compensation and benefits                                                  26,063       27,766
  Accrued expenses                                                                   14,190       16,169
                                                                                  ---------    ---------
       Total current liabilities                                                    112,089      107,854

Long-term debt                                                                        9,321        9,356
Other long-term liabilities                                                           2,274        2,712
Deferred income taxes                                                                35,791       34,413
                                                                                  ---------    ---------
     Total liabilities                                                              159,475      154,335

Shareholders' equity:
Class A common stock, par value $.01, 150,000,000 shares authorized, 45,151,034
  and 45,138,046 shares issued at September 30, 2001 and
  June 30, 2001, respectively                                                           452          451
Preferred stock, par value $.01, 1,055,000 shares
  authorized, no shares issued and outstanding
  at September 30, 2001 and June 30, 2001                                              --           --
Additional paid-in capital                                                          274,645      274,645
                                                                                  ---------    ---------
                                                                                    275,097      275,096
Less: Treasury stock (at cost), 6,462,964 shares
  at September 30, 2001 and 5,735,284 shares at
  June 30, 2001                                                                    (150,119)    (129,562)

Retained earnings                                                                   334,438      319,249
                                                                                  ---------    ---------
  Total shareholders' equity                                                        459,416      464,783
                                                                                  ---------    ---------

  Total liabilities and shareholders' equity                                      $ 618,891    $ 619,118
                                                                                  =========    =========
</TABLE>


See accompanying notes to consolidated financial statements





                                       2
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  (Amounts in thousands, except per share data)


                                                             Three Months
                                                          Ended September 30,
                                                           2001        2000
                                                         --------    -------

Net sales                                                $206,725   $211,231

Cost of sales                                             112,756    111,522
                                                         --------   --------

       Gross profit                                        93,969     99,709

Operating expenses:

  Selling                                                  38,838     37,970
  General and administrative                               28,596     28,437
                                                         --------   --------
    Total operating expenses                               67,434     66,407
                                                         --------   --------

  Operating income                                         26,535     33,302

Interest and other miscellaneous income, net                  512        173

Interest and other related financing costs                    149        196
                                                         --------   --------

       Income before income taxes                          26,898     33,279

Income tax expense                                         10,167     12,579
                                                         --------   --------

       Net income                                        $ 16,731   $ 20,700
                                                         ========   ========


Per share data:
--------------

Basic earnings per common share:

     Net income per basic share                          $   0.43   $   0.53
                                                         ========   ========

     Basic weighted average common
       shares outstanding                                  38,670     39,405

Diluted earnings per common share:

     Net income per diluted share
                                                         $   0.42   $   0.52
                                                         ========   ========
     Diluted weighted average common
       shares outstanding                                  40,271     40,190




See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                      Three Months
                                                                   Ended September 30,
                                                                  2001       2000
                                                                --------   --------
Operating activities:
     <S>                                                       <C>         <C>
     Net income                                                $ 16,731    $ 20,700
     Adjustments to reconcile net income to
      net cash provided by operating activities:
         Depreciation and amortization                            4,679       4,570
         Compensation expense related to
             restricted stock award                                (404)       (330)
         Provision for deferred income taxes                      1,859        (605)
         Other non-cash expense (income)                             34        (636)
         Change in assets and liabilities, net of
           the effects from acquired and divested
           businesses:
               Accounts receivable                                  580        (328)
               Inventories                                        7,731      (4,369)
               Prepaid and other current assets                  (1,505)     (7,894)
               Other assets                                         633        (223)
               Accounts payable                                  (1,904)      9,300
               Income taxes payable                               6,442      11,364
               Accrued expenses                                  (3,896)      1,322
               Other liabilities                                   (438)         27
                                                               --------    --------

Net cash provided by operating activities                        30,542      32,898
                                                               --------    --------

Investing activities:
     Proceeds from the disposal of property, plant
       and equipment                                                  3       2,315
     Capital expenditures                                        (8,131)     (9,185)
     Acquisitions                                               (10,366)       --
     Other                                                           62         120
                                                               --------    --------

Net cash used in investing activities                           (18,432)     (6,750)
                                                               --------    --------

Financing activities:
     Payments on revolving credit facilities                       --        (8,000)
     Other payments on long-term debt and
       capital leases                                               (32)        (79)
     Net proceeds from issuance of common stock                     232          51
     Dividends paid                                              (1,571)     (1,570)
     Payments to acquire treasury stock                         (20,557)       (215)
                                                               --------    --------

Net cash used in financing activities                           (21,928)     (9,813)
                                                               --------    --------

Net (decrease)/increase in cash and cash equivalents             (9,818)     16,335

Cash and cash equivalents at beginning of period                 48,112      14,024
                                                               --------    --------

Cash and cash equivalents at end of period                     $ 38,294    $ 30,359
                                                               ========    ========
</TABLE>

See accompanying notes to consolidated financial statements



                                       4
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                      THREE MONTHS ENDED SEPTEMBER 30, 2001
                                   (Unaudited)
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                 Additional
                                       Common    Paid-in    Treasury      Retained
                                       Stock     Capital      Stock       Earnings      Total
                                       -----     -------    ---------     --------     -------

<S>                                 <C>         <C>          <C>          <C>          <C>
Balance at June 30, 2001            $     451   $ 274,645    $(129,562)   $ 319,249    $ 464,783

Issuance of 12,988 shares of
  common stock upon the exercise
  of stock options                          1        (173)        --           --           (172)

Purchase of 727,680 treasury
  shares                                 --          --        (20,557)        --        (20,557)

Tax benefit associated with the
  exercise of employee stock
  options                                --            88         --           --             88

Charge for early vesting of
  stock options                          --            85         --           --             85

Dividends declared on common
  stock                                  --          --           --         (1,542)      (1,542)

Net income                               --          --           --         16,731       16,731
                                    ---------   ---------    ---------    ---------    ---------

Balance at September 30, 2001       $     452   $ 274,645    $(150,119)   $ 334,438    $ 459,416
                                    =========   =========    =========    =========    =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)



(1)  BASIS OF PRESENTATION

     Ethan  Allen  Interiors  Inc.  (the  "Company")  is a Delaware  corporation
     incorporated on May 25, 1989. The consolidated financial statements include
     the  accounts of the Company and its wholly  owned  subsidiary  Ethan Allen
     Inc. ("Ethan Allen") and Ethan Allen's  subsidiaries.  All of Ethan Allen's
     capital  stock is owned by the Company.  The Company has no other assets or
     operating  results other than those associated with its investment in Ethan
     Allen.

(2)  INTERIM FINANCIAL PRESENTATION

     All significant intercompany accounts and transactions have been eliminated
     in the consolidated  financial  statements.  In the opinion of the Company,
     all adjustments, consisting only of normal recurring accruals necessary for
     fair  presentation,  have been  included in the financial  statements.  The
     results of operations  for the three months ended  September 30, 2001,  are
     not necessarily  indicative of results for the fiscal year. It is suggested
     that the interim consolidated  financial statements are read in conjunction
     with the  consolidated  financial  statements  and  notes  included  in the
     Company's Annual Report on Form 10-K for the year ended June 30, 2001.

     Certain   reclassifications   have  been  made  to  prior  year   financial
     information in order to conform to the current year's  presentation.  These
     changes were made for  disclosure  purposes only and did not have an impact
     on previously reported results of operations or shareholders' equity.

(3)  INVENTORIES

     Inventories at September 30, 2001 and June 30, 2001 are summarized as
     follows (dollars in thousands):

                                     September 30,                June 30,
                                         2001                       2001
                                      ----------                  ------------

          Finished goods                $118,114                     $115,661
          Work in process                 17,375                       19,521
          Raw materials                   38,361                       40,854
                                         -------                      -------
                                        $173,850                     $176,036
                                         =======                      =======


(4)  GOODWILL AND OTHER INTANGIBLE ASSETS

     On July 1, 2001,  the Company  adopted  SFAS No. 142,  "Goodwill  and Other
     Intangible  Assets". As of September 30, 2001 the Company had goodwill (net
     of accumulated amortization) of $21.3 million and intangible assets (net of
     accumulated  amortization) of $37.9 million.  Goodwill in the wholesale and
     retail  segments  was $7.9  million and $13.4  million,  respectively.  The
     wholesale  segment includes the intangible  assets of $37.9 million.  These
     assets include Ethan Allen trade names and product  technology,  which were
     formerly being  amortized over 40 years.  The Company has  re-assessed  the
     useful lives of goodwill and intangible assets and both were deemed to have
     indefinite  useful  lives.  Amortization  of these assets ceased on July 1,
     2001. No impairment  losses were recorded on these intangible assets due to
     the change in their estimated useful lives.


                                       6
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

(4)  GOODWILL AND OTHER INTANGIBLE ASSETS (continued)

     The  requirements of this provision allow a six-month  transitional  period
     from the date of adoption  for the Company to assess  goodwill  impairment.
     The Company is currently in the process of testing its reporting  units for
     goodwill  impairment and expects its valuations to be completed by December
     31, 2001.

     The  following  table  reconciles  the  Company's  reported  net income and
     earnings  per share with pro forma  balances  adjusted to exclude  goodwill
     amortization,  which is no longer  recorded under SFAS No. 142. The current
     quarter's net income and earnings per share are  presented for  comparative
     purposes only.

<TABLE>
<CAPTION>
                                                                 Three Months
                                                              Ended September 30,
                                                                2001        2000
                                                               ------      -------
Net Income:
  <S>                                                        <C>          <C>
  Reported net income                                        $   16,731   $   20,700
  Add back:  Goodwill amortization after-tax                       --             72
  Add back:  Intangible asset amortization after-tax               --            211
                                                             ----------   ----------
    Adjusted Net Income                                      $   16,731   $   20,983
                                                             ==========   ==========

Basic Earnings per Share:
  Reported earnings per share                                $     0.43$        0.52
  Goodwill amortization                                            --           --
  Intangible asset amortization                                    --           0.01
                                                             ----------   ----------
    Adjusted Earnings per Share                              $     0.43$        0.53
                                                             ==========   ==========

Diluted Earnings per Share:
  Reported earnings per share                                $     0.42$        0.51
  Goodwill amortization                                            --           --
  Intangible asset amortization                                    --           0.01
                                                             ----------   ----------
    Adjusted Earnings per Share                              $     0.42$        0.52
                                                             ==========   ==========
</TABLE>


(5)  RESTRUCTURING AND IMPAIRMENT CHARGE

     In the  fourth  quarter of fiscal  year 2001,  the  Company  announced  the
     closure of three of its  manufacturing  facilities  and the  elimination of
     approximately   350   employees   effective   August  6,  2001.  A  pre-tax
     restructuring  and  impairment  charge of $6.9  million was recorded in the
     fourth quarter for costs associated with the plant closings,  of which $3.3
     million  principally  relates to employee  severance and benefits costs and
     plant exit costs,  and $3.6  million  relates to a fixed  asset  impairment
     charge  primarily for  properties and machinery and equipment of the closed
     facilities.  As of September 30, 2001, the remaining  restructuring reserve
     of $0.5  million was  included  in the  Consolidated  Balance  Sheets as an
     accrued expense in current liabilities.




                                       7
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

(5)  RESTRUCTURING AND IMPAIRMENT CHARGE (continued)

     Activity in the Company's restructuring reserve is summarized as follows
     (dollars in thousands):


    Employee severance and other related payroll and benefit costs


<TABLE>
<CAPTION>
                                                                    Original          Cash           Non-cash
                                                                    Charges         Payments         Utilized            Total

        <S>                                                        <C>             <C>               <C>                <C>
        Employee severance and
            other elated payroll
            and benefit costs                                      $2,974          $(2,603)          $    -             $  371
         Plant exit costs and other                                   332             (202)               -                130

         Write-down of long-term
            assets                                                  3,600               -             (3,600)               -
                                                                   ------            -----            ------             -----

         Balance as of September 30, 2001                         $ 6,906          $(2,805)          $(3,600)           $  501
                                                                   ======           ======            ======             =====
</TABLE>

(6)  CONTINGENCIES

     The Company has been named as a Potentially  Responsible  Party ("PRP") for
     the cleanup of four sites currently listed or proposed for inclusion on the
     National  Priorities  List ("NPL")  under the  Comprehensive  Environmental
     Response,  Compensation and Liability Act of 1980  ("CERCLA").  The Company
     has resolved its  liability  at two of these sites by  completing  remedial
     action  activities or through legal  settlement.  With regards to the third
     site,  the Company does not  anticipate  incurring  significant  cost.  The
     Company  believes  it is not a major  contributor  based on the very  small
     volume of waste generated by the Company in relation to total volume at the
     site; however, liability under CERCLA may be joint and several. In relation
     to the  fourth  site,  the  Company  has  been  notified  that  it may be a
     potentially  responsible  party for a disposal site to which waste material
     was sent.  The extent of any  financial  impact upon the Company  cannot be
     reasonably estimated at this time.

(7)  EARNINGS PER SHARE

     Basic and diluted earnings per share are calculated using the following
     share data (amounts in thousands):



                                               Three Months Ended
                                                  September 30,
                                                2001      2000
                                               ------    ------
     Weighted average common
       shares outstanding for
       basic calculation                        38,670   39,390

     Add: Effect of stock options
       and warrants                              1,601      800
                                                ------   ------

     Weighted average common
       shares outstanding for
       diluted calculation                      40,271   40,190
                                                ======   ======

     As of September 30, 2001 and 2000, stock options to purchase 19,000 shares
     and 895,000 shares of common stock, respectively, had an exercise price in
     excess of the average market price. These options have been excluded from
     the diluted earnings per share calculation since their effect is
     anti-dilutive.




                                       8
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)


(8)      SEGMENT INFORMATION

     The Company's  reportable  segments are strategic  business  areas that are
     managed separately and offer different products and services. The Company's
     operations are classified into two main segments: wholesale and retail home
     furnishings.

     The  wholesale  home  furnishings  segment is  principally  involved in the
     manufacture, sale and distribution of home furnishing products to a network
     of   independently   owned  and   Ethan   Allen-owned   stores.   Wholesale
     profitability  includes  the  wholesale  gross  margin,  which is earned on
     wholesale sales to all retail stores, including Ethan Allen-owned stores.

     The retail home furnishings  segment sells home furnishing products through
     a network of Ethan Allen-owned stores.  Retail  profitability  includes the
     retail gross margin,  which is earned based on purchases from the wholesale
     segment.

     The operating  segments  follow the same accounting  policies.  The Company
     evaluates  performance of the  respective  segments based upon revenues and
     operating  income.   Inter-segment   eliminations  primarily  comprise  the
     wholesale sales and profit on the transfer of inventory  between  segments.
     Inter-segment  eliminations  also include items not allocated to reportable
     segments.

     The following table presents segment information for the three months ended
     September 30, 2001 and 2000 (dollars in thousands):

                                        Three Months Ended
                                          September 30,
                                        2001        2000
                                      --------    --------
     Net Sales:
     ----------
     Wholesale segment              $ 154,884    $ 161,955
     Retail segment                    98,840       98,526
     Elimination of inter-company
      sales                           (46,999)     (49,250)
                                    ---------    ---------
       Consolidated Total           $ 206,725    $ 211,231
                                    =========    =========

     Operating Income:
     -----------------
     Wholesale segment              $  23,264    $  26,234
     Retail segment                     3,002        6,035
     Elimination (1)                      269        1,033
                                    ---------    ---------
       Consolidated Total           $  26,535    $  33,302
                                    =========    =========

     Capital Expenditures:
     ---------------------
     Wholesale segment              $   4,254    $   5,728
     Retail segment                     3,877        3,457
     Acquisition of retail
       businesses                      10,366         --
                                     ---------    ---------
        Consolidated Total          $  18,497    $   9,185
                                    =========    =========

     Total Assets:
     Wholesale segment              $ 437,218    $ 417,679
     Retail segment                   206,313      184,256
     Inventory profit
       elimination(2)                 (24,640)     (26,486)
                                     ---------    ---------
          Consolidated Total        $ 618,891    $ 575,449
                                    =========    =========




                                       9
<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)


(8)      SEGMENT INFORMATION   (CONTINUED)


(1)  The adjustment  reflects the change in the elimination  entry for profit in
     ending inventory.

(2)  Inventory profit elimination  reflects the embedded wholesale profit in the
     Company-owned  store  inventory that has not been  realized.  These profits
     will be recorded when shipped to the retail customer.

There are 29  independent  retail  stores  located  outside  the United  States.
Approximately  2.4% of the  Company's  net  sales  for the  three  months  ended
September 30, 2001 and 2000 are derived from sales to these retail stores.



                                       10
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The discussions  set forth in this form 10-Q should be read in conjunction  with
the financial  information  included  herein and the Company's  Annual Report on
Form 10-K for the year ended June 30, 2001. Management's discussion and analysis
of financial  condition  and results of  operations  and other  sections of this
report  contain  forward-looking  statements  relating to future  results of the
Company.   Such   forward-looking   statements   are   identified   by   use  of
forward-looking words such as "anticipates",  "believes",  "plans", "estimates",
"expects",  and  "intends"  or words or  phrases of  similar  expression.  These
forward-looking  statements  are  subject  to  various  assumptions,   risk  and
uncertainties,  including but not limited to,  changes in political and economic
conditions,  demand for the  Company's  products,  acceptance  of new  products,
conditions in the various  geographical markets where the Company does business,
developments  affecting  the  Company's  products and to those  discussed in the
Company's  filings with the  Securities  and Exchange  Commission.  Accordingly,
actual  results  could  differ   materially  from  those   contemplated  by  the
forward-looking statements.

RESULTS OF OPERATIONS:

     Ethan Allen's revenues are comprised of wholesale sales to dealer-owned and
company-owned retail stores and retail sales of company-owned stores. See Note 8
to the Company's  Consolidated  Financial  Statements for the three months ended
September  30,  2001 and 2000.  The  components  of  consolidated  revenues  and
operating income are as follows (dollars in millions):



                                                    Three Months Ended
                                                       September 30,
                                                    2001         2000
                                                   ------       ------
     Revenue:
     Wholesale segment                             $  154.9     $  161.9
     Retail segment                                    98.8         98.5
     Elimination of inter-segment sales               (47.0)       (49.2)
                                                   ------       ------
       Consolidated Revenue                        $  206.7     $  211.2
                                                   ======       ======

     Operating Income:
     Wholesale segment                             $   23.2     $   26.2
     Retail segment                                     3.0          6.1
     Eliminations                                       0.3          1.0
                                                   ------       ------
       Consolidated Operating Income               $   26.5     $   33.3
                                                   ======       ======


THREE MONTHS ENDED  SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 2000

     Consolidated  revenue  for  the  three  months  ended  September  30,  2001
decreased by $4.5 million or 2.1% to $206.7  million from $211.2 million for the
three months ended September 30, 2000. Sales have been negatively  impacted this
quarter due to slowing demand caused by a weaker economy.

     Total wholesale revenue for the first quarter of fiscal year 2002 decreased
by $7.0  million  or 4.3% to $154.9  million  from  $161.9  million in the first
quarter of fiscal year 2001 due to softening demand.

     Total  retail  revenue from Ethan  Allen-owned  stores for the three months
ended September 30, 2001 increased by $0.3 million or 0.3% to $98.8 million from
$98.5  million for the three months ended  September  30, 2000.  The increase in
retail  sales by Ethan Allen  owned  stores was  attributable  to an increase in
sales  generated by newly opened or acquired  stores of $5.7 million,  partially
offset by a decrease in comparable store sales of $3.8 million,  or 4.0%, and by
a decrease from closed stores, which generated $0.7 million less sales in fiscal
year 2002 as compared to fiscal year 2001.  The prior year quarter also included
a gain  of $0.9  million  on the  sale of a  company-owned  retail  store  to an
independent dealer. The number of Ethan Allen-owned stores increased to 93 as of
September  30, 2001 as  compared to 80 as of  September  30,  2000.  The Company
acquired 11 stores from  independent  dealers,  sold 1 company-owed  store




                                       11
<PAGE>

to an independent dealer,  relocated 2 stores,  closed 1 store, and opened 4 new
stores.

     Comparable  stores  are those  which  have been  operating  for at least 15
months.  Minimal  net sales,  derived  from the  delivery  of  customer  ordered
product,  are  generated  during the first three months of  operations  of newly
opened  stores.  Stores  acquired  from  dealers by Ethan Allen are  included in
comparable store sales in their 13th full month of Ethan Allen-owned operations.
Of the 10 stores acquired  during the quarter,  6 stores were purchased from Mr.
Edward D.  Teplitz,  who  subsequently  joined the Company as Vice  President of
Finance (see Part II, Item 5).

     Booked  orders for the  quarter  were lower than the prior year  quarter by
7.7% due to a weaker economy.  Total orders include wholesale orders and written
business of  company-owned  retail stores.  Wholesale  orders were down 8.1% and
company-owned stores were down 6.4%.  Comparable  company-owned store sales were
down 11.9% from last year's first quarter.

     Gross  profit  decreased  during the  quarter to $94.0  million  from $99.7
million in the first  quarter of the prior year.  The $5.7  million  decrease in
gross profit was mainly due to lower sales volume and a decline in the wholesale
gross margin.  Consolidated gross margin decreased to 45.5% in the first quarter
of fiscal year 2002 from 47.2% in the prior year first quarter  principally from
a lower wholesale gross margin  resulting from the production of more affordably
priced  products  manufactured  at lower margins and from costs  associated with
manufacturing  improvements  and  process  initiatives  at  various  facilities,
including the case goods plants in Dublin, Virginia and Andover, Maine.

     Operating expenses increased $1.0 million or 1.5% to $67.4 million or 32.6%
of net sales in the current quarter as compared to $66.4 million or 31.4% of net
sales for the first  quarter of fiscal year 2001.  This  increase was due to the
expansion  of  the  retail  segment  with  the  addition  of 13  net  new  Ethan
Allen-owned  stores  since  September  2000.  As a result,  the  retail  segment
incurred higher occupancy and warehousing costs this quarter.

     Operating  income for the three months ended  September  30, 2001 was $26.5
million or 12.8% of net sales  compared  to $33.3  million or 15.8% of net sales
for the three months ended September 30, 2000.  Operating  income decreased $6.8
million or 20.4% primarily due to a lower wholesale gross margin as noted above,
and greater operating expenses resulting from the growth of the retail segment.

     Total wholesale  operating income for the first quarter of fiscal year 2002
was $23.2  million or 15.0% of net sales  compared to $26.2  million or 16.2% of
net sales in the first quarter of fiscal year 2001.  Wholesale  operating income
decreased  $3.0 million or 11.5% this quarter  primarily  attributable  to lower
sales volume caused by softening demand.

     Operating  income for the retail segment  decreased by $3.1 million for the
three months ended  September 30, 2001 to $3.0 million or 3.0% of net sales from
$6.1 million or 6.1% of net sales for the three months ended September 30, 2000.
The decrease in retail  operating  income was primarily  attributable  to higher
operating  expenses related to the addition of 13 net new stores since September
2000.

     Interest  and other  miscellaneous  income of $0.5 million  increased  $0.3
million over the prior year first quarter due to an increase in interest  income
from cash investments.

     Income tax expense of $10.1 million was recorded for the three months ended
September 30, 2001 as compared to $12.6 million for the same period in the prior
year.  The Company's  effective tax rate was 37.8% in the current year and prior
year first quarter.

     For the three months ended  September  30, 2001,  the Company  recorded net
income of $16.7 million, a decrease of 19.3%,  compared to $20.7 million for the
three  months ended




                                       12
<PAGE>

September 30, 2000. Earnings per diluted share of $0.42 decreased 19.2% or $0.10
per diluted  share in the quarter from $0.52 per diluted share in the prior year
quarter.

FINANCIAL CONDITION AND LIQUIDITY

     The Company's  principal sources of liquidity are cash flow from operations
and borrowing  capacity under a revolving credit facility.  Net cash provided by
operating  activities totaled $30.5 million for the three months ended September
30, 2001 as compared to $32.9  million for the three months ended  September 30,
2000. The decrease of $2.4 million in net cash provided by operating  activities
principally  resulted  from lower  earnings and from changes in working  capital
requirements  for the three months ended  September  30, 2001 as compared to the
same period in the prior year. Net cash used in investing  activities  increased
$11.7 million to $18.4 million resulting from the retail store acquisitions made
this quarter.

     During  the three  months  ended  September  30,  2001,  capital  spending,
exclusive of acquisitions,  totaled $8.1 million as compared to $9.2 million for
the three months ended September 30, 2000. Capital  expenditures made during the
quarter primarily  include (i) new retail store  construction and store interior
redesigns,  (ii)  manufacturing  capital equipment  purchases and upgrades,  and
(iii) a plant expansion  project in Andover,  Maine.  Capital  expenditures  for
fiscal year 2002, exclusive of acquisitions, are anticipated to be approximately
$30.0 million. In addition, the Company expects to incur expenditures for retail
and other  acquisitions  during fiscal year 2002. The Company  anticipates  that
cash  from  operations  will  be  sufficient  to  fund  this  level  of  capital
expenditures and acquisitions.

     Net cash used in financing  activities of $21.9 million  increased by $12.1
million due to the repurchase of the Company's  common stock during the quarter.
Total debt outstanding at September 30, 2001 was $9.5 million.  At September 30,
2001, there were no revolving loans  outstanding.  The Company had $19.2 million
of trade and  standby  letters of credit  outstanding,  leaving  $105.8  million
available under its revolving credit facility at September 30, 2001.

     The Company has been authorized by its Board of Directors to repurchase its
common stock from time to time,  either directly or through agents,  in the open
market at prices and on terms  satisfactory  to the  Company.  The Company  also
repurchases  shares of common  stock  from  terminated  or  retiring  employee's
accounts in the Ethan Allen  Retirement  Saving Plan. The Company's common stock
repurchases  are  recorded  as  treasury  stock  and  result in a  reduction  of
shareholders' equity. During the first quarter of fiscal year 2002 and 2001, the
Company repurchased the following shares of its common stock:

                                                    First Quarter
                                                 2001            2000
                                              ----------      ----------

     Common shares repurchased                   727,680         7,919
     Cost to repurchase common shares        $20,556,471      $215,983
     Average price per share                 $     28.25      $  27.27


     The Company funded its common stock repurchases  through available cash and
cash from  operations.  As of September  30,  2001,  the Company had a remaining
Board authorization to purchase 0.7 million shares.

     As of September 30, 2001,  aggregate scheduled maturities of long-term debt
for each of the next five fiscal  years are $0.1  million,  $0.1  million,  $4.7
million, $0.1 million and $0.1 million,  respectively.  Management believes that
its cash flow from  operations,  together  with its other  available  sources of
liquidity,  will be adequate to make all  required  payments  of  principal  and
interest on its debt, to permit  anticipated  capital  expenditures  and to fund
working capital and other cash  requirements  over the next twelve months. As of
September  30,  2001,  the Company had working  capital of $165.2  million and a
current ratio of 2.47 to 1.



                                       13
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
------------------------------------------------------------------

     The  Company  is  exposed  to  interest  rate risk  primarily  through  its
borrowing  activities.  The Company's  policy has been to utilize  United States
dollar denominated  borrowings to fund its working capital and investment needs.
Short-term debt, if required,  is used to meet working capital  requirements and
long-term  debt is generally  used to finance  long-term  investments.  There is
inherent  rollover risk for borrowings as they mature and are renewed at current
market rates. The extent of this risk is not quantifiable or predictable because
of the variability of future interest rates and the Company's  future  financing
requirements.  Although the Company did not have any revolving loans outstanding
under the Credit  Agreement  as of  September  30,  2001,  the  Company had $0.1
million of short-term debt  outstanding and $9.4 million of total long-term debt
outstanding.

     The Company has one long-term debt instrument  outstanding  with a variable
interest rate.  This debt  instrument  has a principal  balance of $4.6 million,
which  matures  in  2004.  Based on the  principal  balance  outstanding,  a one
percentage  point  increase in the variable  interest  rate would not have had a
significant impact on the Company's interest expense.

     The  Company  is  not  currently  exposed  to  foreign  currency  exchange,
commodity  price,  price,  or other relevant  market rate or price risks.  Ethan
Allen does not enter into financial instrument transactions for trading or other
speculative purposes or to manage interest rate exposure.





                                       14
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 1. - LEGAL PROCEEDINGS

     There has been no change to matters discussed in Business-Legal Proceedings
in the Company's Form 10-K as filed with the Securities and Exchange  Commission
on September 17, 2001.


ITEM 2. - CHANGES IN SECURITIES

      There has been no change to matters discussed in Description and Ownership
of Capital Stock in the  Company's  Form 10-K as filed with the  Securities  and
Exchange Commission on September 17, 2001.


ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

      None.


ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.


ITEM 5. - OTHER INFORMATION

      On August 31, 2001, the Company  acquired  certain assets  associated with
the retail  operations of 6 Ethan Allen Home Interiors  stores in the Pittsburgh
and  Cleveland  metropolitan  areas  from  two entities owned and  controlled by
Mr. Edward  Teplitz.  The total purchase price for the assets was $10.1 million,
net of the  assumption  of  certain  liabilities  and  subject  to  post-closing
adjustments.  Approximately  $3.5 million of the purchase price was allocated to
the two real estate  properties  acquired in the transaction  with the remaining
$6.6 million  allocated to other assets.  The purchase  price was  determined by
mutual  negotiation  and was based  upon the  latest  balance  sheets of the two
selling entities.  Subsequent to the closing,  Mr. Teplitz joined the Company as
Vice President of Finance.

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

      None.





                                       15
<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                           ETHAN ALLEN INTERIORS INC.
                                  (Registrant)



DATE:      11/15/01                     BY:      /s/ M. Farooq Kathwari
         ------------------                -------------------------------------
                                           M. Farooq Kathwari
                                           Chairman of the Board
                                           President and Chief
                                           Executive Officer
                                           (Principal Executive Officer)



DATE:      11/15/01                    BY:   /s/ Edward D. Teplitz
         -----------------                 -------------------------------------
                                           Edward D. Teplitz
                                           Vice President, Finance
                                           (Principal Financial Officer)



DATE:      11/15/01                    BY:   /s/ Michele Bateson
         ------------------               --------------------------------------
                                           Michele Bateson
                                           Corporate Controller
                                           (Principal Accounting Officer)





                                       16

