
                                                                 EXHIBIT 10(k)-2


                    SECOND AMENDMENT TO AMENDED AND RESTATED
                     CONSUMER CREDIT CARD PROGRAM AGREEMENT

     This  Amendment  dated as of  February  1, 2002  ("Amendment")  amends that
certain Amended and Restated  Consumer Credit Card Program Agreement dated as of
February 22, 2000 (as amended,  modified and supplemented from time to time, the
"Agreement")  by and among  Monogram  Credit Card Bank of Georgia  ("Bank")  and
Ethan Allen Inc.  ("Retailer").  Capitalized terms used herein and not otherwise
defined have the meaning given in the Agreement.

     WHEREAS,  Bank and  Retailer are parties to the  Agreement  and it is their
mutual  desire that the  Agreement be amended in  accordance  with the terms and
conditions set forth herein;

     NOW, THEREFORE,  in consideration of the mutual promises and subject to the
terms and conditions hereinafter set forth, the parties hereby agree as follows:

                         I. AMENDMENTS TO THE AGREEMENT

     1.01 New Definitions. The following is added as a new defined term:

          "APR  Increase"  shall have the meaning  given to such term in Section
          6.01 hereof.

          "APR  Increase  Notice"  shall have the meaning  given to such term in
          Section 6.01 hereof.

          "APR  Spreader"  means the  number  of basis  points  (expressed  as a
          percentage)  to be added to the Prime Rate to  establish  the rate for
          ordinary finance charges to be applied to Indebtedness on Accounts and
          shall be set and reset from time to time in accordance  with the terms
          of Section 6.01 hereof.

          "Fee  Increase"  shall have the meaning  given to such term in Section
          6.02(a) hereof.

          "Fee  Increase  Notice"  shall have the meaning  given to such term in
          Section 6.02(a) hereof.

          "Pricing Review Period" means the ninety (90) days period  immediately
          preceding the second  anniversary  of the Second  Amendment  Effective
          Date.

          "Prime Rate" means the highest  bank prime or  reference  loan rate as
          published in the Wall Street  Journal in its "Money Rates" section (or
          if the Wall Street  Journal  shall cease to be published or to publish
          such rates, in such other  publication as


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          Bank may,  from time to time,  specify) on the last calendar day (that
          the Wall Street  Journal is  published) of the  immediately  preceding
          calendar  month  whether or not such rate is actually  ever charged or
          paid by any entity.

          "Retailer/Dealer Fee" means a fee payable under Section 6.02 hereof by
          either Retailer or an Authorized  Dealer  calculated as the product of
          (i) the  Retailer/Dealer Fee Percentage and (ii) the total face amount
          of each  Promotional  Credit  Sale  Charge  Slip.  All  references  to
          "Service Fee" throughout the Agreement are changed to "Retailer/Dealer
          Fee,"  and  the  definition  of  "Service  Fee"  is  replaced  by this
          definition of "Retailer/Dealer Fee."

          "Retailer/Dealer  Fee Percentage"  means the percentage  identified as
          the  "Retailer/Dealer  Fee  Percentage" in Section  6.02(a) hereof and
          used in calculating the Retailer/Dealer  Fee, as adjusted from time to
          time as set forth in Section 6.02.

          "Second Amendment Effective Date" means February 1, 2002.

     1.02  Amendment to  Definitions.  The  following  definition is amended and
restated to read as follows:

          "Credit  Card" or "Card"  means the plastic  card issued by Bank under
          the Program  exclusively  for use with the Program  which  evidences a
          Cardholder's right to make Purchases under the Program.

          *    Certain  information  on this  page has been  omitted  and  filed
               separately with the Commission.  Confidential  treatment has been
               requested with respected to the omitted portions.

     1.03  Amendment to Section  3.04(a).  The  following is added at the end of
Section 3.04(a):

          Retailer  acknowledges that neither the Cardholder List nor any of the
          Account  Documentation  nor  any of the  information  included  in the
          Cardholder List or any of the Account  Documentation will be deemed to
          be  Confidential  Information  of  Retailer or supplied to Bank by for
          purposes of Section 14.14  hereof.  This Section 14.14 is not intended
          to affect  the  parties'  rights  or  obligations  under  the  Privacy
          Amendment to Consumer  Credit Card Program  Agreement  dated as of May
          15, 2001.

     1.04 Amendment to Section 6.01. Section 6.01 is hereby deleted entirely and
replaced with the following:

               Section  6.01  Credit  Terms.  Bank  shall have the sole right to
          establish  the rate,  annual  fees,  late fees and all other terms and
          conditions relating to the Accounts, and to amend or modify such rate,
          fees and/or other terms and



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<PAGE>

          conditions  from  time to  time.  On or  after  the  Second  Amendment
          Effective  Date,  Bank  intends to  establish  as the regular  finance
          charge rate the following:

               All jurisdictions:

               A variable  Annual  Percentage Rate equal to the sum of the Prime
               Rate + the APR Spreader  except that,  subject to Bank's right to
               change the APR Spreader, the Minimum Rate and/or the Maximum Rate
               as set forth below, (a) on any day when the sum of the Prime Rate
               + the APR  Spreader  is less than  21.0% per  annum,  the  Annual
               Percentage Rate will equal 21.0% per annum (the "Minimum  Rate");
               and  (b) on any day  when  the  sum of the  Prime  Rate + the APR
               Spreader  is more than  23.75% per annum,  the Annual  Percentage
               Rate will equal 23.75% per annum (the "Maximum Rate").

               As of the  Second  Amendment  Effective  Date,  the  initial  APR
          Spreader shall be 13.95%.  At any time  thereafter,  Bank, in its sole
          discretion,  may change any or all of the APR  Spreader,  the  Minimum
          Rate and the Maximum  Rate.  Any  reduction in the APR  Spreader,  the
          Minimum  Rate  and/or  the  Maximum   Rate  shall   become   effective
          immediately  upon the  later of (i) the date  when  Retailer  receives
          Bank's written notice of such reduction or (ii) the date designated in
          such notice as the effective date of such change.  Any increase in the
          APR  Spreader,  the  Minimum  Rate  and/or the  Maximum  Rate (an "APR
          Increase") shall become effective immediately upon the later of (i) 90
          days after the date when Retailer  receives  Bank's  written notice of
          such increase (a "APR Increase Notice") or (ii) the date designated in
          such APR Increase Notice as the effective date of such change. If Bank
          gives Retailer an APR Increase Notice, then Retailer shall be entitled
          to  terminate  the  Operation  Period  pursuant  and  subject  to  the
          provisions of Section  11.02(j),  but  Retailer's  objection to an APR
          Increase or its election to terminate the  Operation  Period shall not
          change the date when such APR Increase becomes effective.  The parties
          understand  and agree  that  changes  in the Prime Rate shall not give
          Retailer any right to terminate the Operation  Period,  in the absence
          of an increase in the APR  Spreader,  the Minimum  Rate or the Maximum
          Rate. Without limiting Bank's discretion to establish, amend or modify
          late fees from time to time in the future,  upon the effective date of
          this Amendment, the late fee shall be $29.

     1.05 Amendment to Section 6.02(a). Section 6.02(a) is hereby*

     * Certain  information  on this page has been omitted and filed  separately
with the Commission. Confidential treatment has been requested with respected to
the omitted portions.

     1.06 Amendment to Section 6.03. Section 6.03(a) is hereby *



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<PAGE>

     * Certain  information  on this page has been omitted and filed  separately
with the Commission.  Confidential  treatment has been requested with respect to
the omitted portions.

     1.07  Amendment  to Section  6.04.  Section  6.04 is hereby  deleted in its
entirety and replaced with the following:

     [Intentionally Omitted]

     1.08 Amendment to Section 6.05. Section 6.05(a) of the Agreement is hereby*

     * Certain  information on this page has been omitted and filled  separately
with  the  Commission.  Confidential  treatment  has  been  requested  has  been
requested with respect to the omitted portions.

     1.10  Amendment  to  Section  6.06.  The  following  is added at the end of
Section 6.06 of the Agreement:

          Notwithstanding  the  foregoing,  neither  Retailer  nor Bank shall be
          obligated  to pay any amount  under  Section  6.06(a) or 6.06(b)  with
          respect to any Billing Period that ends after April 5, 2003.

     1.11  Amendment to Section  11.01.  The first  sentence of Section 11.01 is
hereby deleted and replaced with the following:

          The Operation  Period shall  continue  from the  Effective  Date until
          April 5, 2007 (the "Initial Term").

     1.12 Amendment to Section 11.02(j). The following is *

     * Certain  information  on this page has been omitted and filed  separately
with the Commission.  Confidential  treatment has been requested with respect to
the omitted portions.

     1.12 Amendment to Section 11.02(k). The following is *

     * Certain  information  on this page has been omitted and filed  separately
with ther Commission.  Confidential treatment has been requested with respect to
the omitted portions.

     1.14 Amendment to Schedule 4. Schedule 4 to the Agreement is hereby amended
by deleting  the  Discount  Matrix in its  entirety  and  replacing  it with the
following:

     [Intentionally Omitted].

     1.15  Amendment  to Bank  Dealer  Agreement.  Retailer  acknowledges  that,
concurrently with this Agreement,  the Bank Dealer Agreements will be amended in
substantially  the form set  forth in  Exhibit  A  hereto.  Retailer  agrees  to
cooperate in any manner requested by Bank in distributing  such amendment to all
Authorized Dealers.



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<PAGE>

                                   II.GENERAL

     2.01 Authority for Amendment.  The execution,  delivery and  performance of
this Amendment has been duly authorized by all requisite corporate action on the
part of Retailer and Bank and upon execution by all parties,  will  constitute a
legal, binding obligation thereof.

     2.02  Effect of  Amendment.  Except as  specifically  amended  hereby,  the
Agreement,  and all terms contained  therein,  remains in full force and effect.
The  Agreement,   as  amended  by  this   Amendment,   constitutes   the  entire
understanding of the parties with respect to the subject matter hereof.

     2.03 Binding Effect; Severability.  Each reference herein to a party hereto
shall be deemed to include  its  successors  and  assigns,  all of whom shall be
bound by this  Amendment  and in whose favor the  provisions  of this  Amendment
shall  inure.  In  case  any one or more  of the  provisions  contained  in this
Amendment  shall be  invalid,  illegal  or  unenforceable  in any  respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired thereby.

     2.04  Further  Assurances.  The parties  hereto agree to execute such other
documents  and  instruments  and to do such other and  further  things as may be
necessary or desirable for the execution and  implementation  of this  Amendment
and the consummation of the transactions contemplated hereby and thereby.

     2.05 Governing  Law. This  Amendment  shall be governed by and construed in
accordance with the laws of the State of Georgia.

     2.06 Counterparts.  This Amendment may be executed in counterparts, each of
which shall constitute an original, but all of which, when taken together, shall
constitute but one agreement.



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed  by their duly  authorized  officers,  all as of the day and year first
above written.

ETHAN ALLEN INC.                    MONOGRAM CREDIT CARD BANK
                                    OF GEORGIA


By:  /s/ M. Farooq Kathwari         By: /s/ A. Borchen
   ----------------------------        -------------------------------
   Its: President                   Its: Assistant Vice President




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<PAGE>

                              CONSENT OF GUARANTOR

     Each of Ethan Allen  Manufacturing  Corporation  and Ethan Allen  Marketing
Corporation (without implying that such consent or agreement is required) hereby
consents to the  foregoing  Amendment and agrees that the  Subsidiary  Guarantee
that it  executed  in  Bank's  favor  in  connection  with  the  Agreement  (the
"Guaranty") shall continue to guarantee the Guaranteed Debt (as defined therein)
now or hereafter  owing under or in  connection  with the  Agreement as amended,
restated,  supplemented  or  replaced  from  time to  time,  including,  without
limitation, as the Agreement is amended by the foregoing Amendment.

                                     ETHAN ALLEN MANUFACTURING CORPORATION


                                     By:  /s/ M. Farooq Kathwari
                                        ------------------------------------
                                     Title: President



                                     ETHAN ALLEN MARKETING CORPORATION


                                     By:   /s/ M. Farooq Kathwari
                                        ------------------------------------
                                     Title: President



                      CONSENT OF ETHAN ALLEN INTERIORS INC.

     Ethan Allen Interiors Inc. (without implying that such consent or agreement
is required)  hereby  consents to the  foregoing  Amendment  and agrees that its
undertakings  set forth below  Retailer's  signature in the Agreement  remain in
effect and that, any guarantee executed pursuant to such undertakings  shall, in
accordance  with  the  terms  of  Exhibit  C to  the  Agreement,  guarantee  the
Guaranteed  Debt  (as  defined  therein)  now or  hereafter  owing  under  or in
connection  with the Agreement as amended,  restated,  supplemented  or replaced
from time to time, including, without limitation, as the Agreement is amended by
the foregoing Amendment.

                                     ETHAN ALLEN INTERIORS INC.



                                     By:  /s/ M. Farooq Kathwari
                                        ------------------------------------
                                     Title: President




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<PAGE>

                                    EXHIBIT A
                       (To Second Amendment to Amended and
                Restated Consumer Credit Card Program Agreement)

                     FIRST AMENDMENT TO AMENDED AND RESTATED
                ETHAN ALLEN CREDIT CARD PROGRAM DEALER AGREEMENT

THIS FIRST  AMENDMENT (this  "Amendment")  amends the Amended and Restated Ethan
Allen Credit Card Program  Dealer  Agreement (as amended from time to time,  the
"Dealer  Agreement")  between the Authorized  Dealer of Ethan Allen, Inc. who is
named as the addressee the letter  accompanying this Amendment  ("Dealer," "us,"
"we," or "our") and  Monogram  Credit  Card Bank of  Georgia  ("Bank" or "you").
Capitalized terms used in this Amendment, and not otherwise defined herein, will
have the meanings given in the Dealer Agreement.

1.  AMENDMENT TO SECTION 11.  Section 11 of the Dealer  Agreement is amended and
restated to read as follows:

          SERVICE  FEES.  (a) Bank,  at our  request,  may offer to  Cardholders
          purchasing in our Authorized Dealer Stores the Credit-based Promotions
          described in this paragraph in accordance  with  subsection (b) below.
          If we participate in a Credit-based  Promotion, we shall pay a Service
          Fee on the total face  amount of each  Promotional  Credit Sale Charge
          Slip submitted by us in connection with such  Credit-based  Promotions
          minus any amount that Ethan Allen may in its  discretion  determine to
          pay to Bank on our behalf as follows:


* Certain information on  this  page has been omitted  and filed separately with
  the Commission.  Confidential treatment has been requested with respect to the
  omitted portions.




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<PAGE>


               Bank, at our request, may offer to Cardholders  purchasing in our
          Authorized Dealer Stores Credit-based Promotions of the type specified
          above but,  notwithstanding anything contained herein to the contrary,
          Bank  may,  from  time to time,  in its sole  discretion,  modify  the
          Service Fees charged in connection with such Credit-based  Promotions.
          If we participate in such a Credit-based  Promotion,  we shall pay the
          Service Fee set by you on the total amount of each Promotional  Credit
          Sale Charge Slip  submitted by us in  connection  therewith  minus any
          amount that Ethan Allen may in its discretion  determine to pay on our
          behalf.

               (b)  From and after the date Bank gives Retailer  written  notice
          requiring the following procedure, at least fifteen (15) days prior to
          the proposed  commencement of any  Credit-based  Promotion (other than
          those identified in Paragraph 11(a)(i) as Code 9603 or 9606 promotions
          which have  already  been  approved by Bank),  Dealer shall submit the
          proposal for such  Credit-based  Promotion to Bank for prior  approval
          and  acceptance by Bank of the type,  promotional  offer  period,  and
          terms  of any such  promotional  offer.  Upon  approval  by Bank,  and
          subject to  compliance  with  applicable  law,  Bank and Dealer  shall
          complete  and execute an addendum to this  Agreement,  in the form and
          substance  required by Bank,  confirming the Service Fee in effect for
          such Credit-based  Promotion,  subject to the permitted  modifications
          thereof  described in Paragraph  11(a) and (d), and other terms of any
          such promotional offer.

               (c)  You may deduct amounts due and payable by us to you from any
          sums or obligations you owe to us,  including the payments due for any
          Charge Slips.


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<PAGE>


2. SCHEDULE 11(C). Schedule 11(c) to the Dealer Agreement is hereby deleted.


3. AGREEMENT REMAINS EFFECTIVE.  Except as amended by this Amendment, the Dealer
Agreement as originally entered into remains in full force and effect.


4.  AGREEMENT BY  SUBMISSION;  EFFECTIVE  DATE. As provided in Section 19 of the
Dealer Agreement, Dealer will be deemed to have agreed to this Amendment, and it
will become immediately effective, when Dealer submits any Charge Slip or Credit
Slip to Bank for approval or payment after February 6, 2002.




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