                                                                 EXHIBIT 10(k)-3

                     THIRD AMENDMENT TO AMENDED AND RESTATED
                     CONSUMER CREDIT CARD PROGRAM AGREEMENT

         This  Amendment  dated as of July 26,  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 are added as new defined terms:

         "APPLICABLE  FIXED RATE"  shall have the meaning  given to such term in
         Section 6.02 hereof.

         "FIXED PAYMENT  PROMOTION" shall have the meaning given to such term in
         Section 6.02 hereof.

         "FIXED  PAYMENT  PROMOTION  PURCHASE"  means any Purchase  made under a
         Fixed Payment Promotion.

         "FIXED RATE CHANGE  DATE" shall have the meaning  given to such term in
         Section 6.02 hereof.

         "POS UNIT" means a point-of-sale  terminal which may or may not include
         a related  printer.  All references to "Hypercom  unit"  throughout the
         Agreement are changed to "POS Unit."

         "THIRD AMENDMENT EFFECTIVE DATE" means January 1, 2003.

         1.02  AMENDMENT TO DEFINITIONS.   The following definitions are amended
and restated to read as follows:

         "AGREEMENT"  means this  Amended  and  Restated  Consumer  Credit  Card
         Program Agreement, as amended from time to time.

         *    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.
<PAGE>


The first sentence of the definition of "Program" is amended to read as follows:

         "PROGRAM" means the credit card program established by Bank pursuant to
         the Original  Agreement and continued and modified from time to time by
         this  Agreement and made  available to qualified  customers of Retailer
         and its Authorized Dealers to make Purchases.

         1.03   AMENDMENT TO SECTION 6.02(a).  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.

         1.04  AMENDMENT TO SECTION 6.03.  Section 6.03 is hereby

         *     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.

         1.05  AMENDMENT  TO  SECTION  8.05(a).  The first  sentence  of Section
8.05(a) is hereby amended and restated to read:

         at any Participating  Store any fixed payment or closed-end type credit
         product or any  open-end  consumer  credit  program,  credit  facility,
         credit card program, charge program or debit or secured card program or
         facility other than a Permitted Credit Program.

The definition of "Permitted  Credit  Program" in Section  8.05(a) is amended by
adding the word "and"  immediately  before clause (iii) and deleting clause (iv)
in its entirety.

         1.06  AMENDMENT TO SECTION 11.02(k). 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.

         1.07  AMENDMENT  TO  SECTION 11.03(e)(iii).  Section  11.03(e) (iii) is
hereby  amended  by adding  the word  "and"  immediately  before  clause (C) and
deleting clause (D) in its entirety.

         1.08  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  reasonable  manner  requested  by Bank in  distributing  such
amendment to all Authorized Dealers.


                                  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-
<PAGE>


         2.02  EFFECT OF  AMENDMENT;  EFFECTIVE  DATE.  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.
This Amendment shall become effective on the Third Amendment Effective Date.

         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/ Glenn Marino
   --------------------------------                   --------------------------
   Its:  Chief Executive Officer                   Its:  President and Chief
                                                           Executive Officer


                                      -3-
<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:  Chief Executive Officer



                                           ETHAN ALLEN MARKETING CORPORATION


                                           By:   /s/  M. Farooq Kathwari
                                              ----------------------------------
                                           Title:  Chief Executive Officer



                      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:  Chief Executive Officer




                                      -4-
<PAGE>

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

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

THIS SECOND 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 on 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 8.   Section 8 of the Dealer Agreement is amended and
restated to read as follows:


      We  may  accept  any  general  purpose  bank  credit  cards and travel and
      entertainment  charge  cards  presented to us in  payment for Goods and/or
      Services.  However,  during  the term of this  Agreement,  we  shall  not
      participate in, or accept any credit cards  in connection  with,  programs
      involving  acceptance  or  promotion of credit  accounts  other  than this
      Program and  other programs  offered by Bank or its Affiliates,  including
      GE  Capital,  but  we  may  retain,  or we may  offer  to any  alternative
      financing source,  the opportunity to finance  Accounts and provide credit
      requested  when the Credit Card  Application or credit  extension for such
      sales  initially have been rejected by you. In no event shall we submit to
      Bank any Credit Card  Applications  or Charge Slips for  credit sales that
      have been  submitted to and/or  rejected by  another  credit  grantor.  In
      addition to the  foregoing,  we may  participate in other credit  programs
      sponsored by  Ethan Allen if, and only if, such  programs are  established
      in compliance  with the  Program  Agreement  and we have received  written
      notice from Bank acknowledging such compliance.

2.    AMENDMENT TO SECTION 11(a).  Section 11(a) of the Dealer Agreement 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.

3.    AMENDMENT TO CERTAIN DEFINED TERMS. All references in the Dealer Agreement
to "Service  Fee" or "Service Fee  Percentage"  are changed to  "Retailer/Dealer
Fee" and "Retailer/Dealer Fee Percentage," respectively.

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

5.    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 January 1, 2003.


                                      -5-

