**Exhibit 31.2**

 

**RULE 13a-14(a) CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER**

 

I, David R.Callen, do hereby certify that:

 
| (1)    | I have reviewed this Quarterly Report on  Form 10-Q as filed by Ethan Allen Interiors Inc. (the “Company”);                                                                                                                                                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                 |
| (2)    | Based on my knowledge, this report does  not contain any untrue statement of a material fact or omit to state a  material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this report;                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                 |
| (3)    | Based on my knowledge, the financial  statements, and other financial information included in this report, fairly  present in all material respects the financial condition, results of  operations and cash flows of the Company as of, and for, the periods  presented in this report;                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                 |
| (4)    | The Company’s other certifying  officer(s) and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange Act  Rules 13a-15(e) and 15d-15(e)) and internal control over financial  reporting (as defined in Exchange Act Rules 13a-15(f) and  15d-15(f)) for the Company and have: |
|   |                                                                                                                                                                                                                                                                                                                                                                 |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                  | Designed such disclosure controls and  procedures, or caused such disclosure controls and procedures to be designed  under our supervision, to ensure that material information relating to the  Company, including its consolidated subsidiaries, is made known to us by  others within those entities, particularly during the period in which this  report is being prepared; |
|   |                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                  | Designed such internal controls over  financial reporting, or caused such internal controls over financial  reporting to be designed under our supervision, to provide reasonable  assurance regarding the reliability of financial reporting and the  preparation of financial statements for external purposes in accordance with  generally accepted accounting principles; |
|   |                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                  | Evaluated the effectiveness of the  Company’s disclosure controls and procedures and presented in this report our  conclusions about the effectiveness of the disclosure controls and  procedures, as of the end of the period covered by this report based on such  evaluation; and |
|   |                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                  | Disclosed in this report any change in  the Company’s internal control over financial reporting that occurred during  the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter  in the case of an annual report) that has materially affected, or is  reasonably likely to materially affect, the Company’s internal control over  financial reporting; and |
|   |                                                                                                                                                                                                                                                                                                                                                                 |
| (5)    | The Company’s other certifying  officer(s) and I have disclosed, based on our most recent evaluation of  internal control over financial reporting, to the Company’s auditors and the  audit committee of the Company’s board of directors (or persons performing  the equivalent functions):                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                 |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                  | All significant deficiencies and  material weaknesses in the design or operation of internal control over  financial reporting which are reasonably likely to adversely affect the  Company’s ability to record, process, summarize and report financial  information; and |
|   |                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                  | Any fraud, whether or not material, that  involves management or other employees who have a significant role in the  Company’s internal control over financial reporting. |

 

 
| /s/  David. R. Callen | Vice  President, Finance |   |
|-----------------------|--------------------------|--------|
| (David R. Callen)     | and Treasurer            |   |
|                  |                     |   |
| May 11, 2009     |                     |   |

 

1