**Exhibit 31.2**

 

**RULE 13a-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**

 

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

 

(1)                                  I have reviewed this Annual Report on Form 10-K/Aas filed by Ethan Allen Interiors Inc. (the “Company”);

 

(2)                                  Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the period coveredby this report;

 

(3)                                  Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Company as of, and for, the periods presented in thisreport;

 

(4)                                  The Company’s other certifying officer(s) andI are responsible for establishing and maintaining disclosure controls andprocedures (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) and15d-15(f)) for the Company and have:

 

(a)                                  Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the Company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b)                                 Designed such internal controls over financialreporting, or caused such internal controls over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

(c)                                  Evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)                                 Disclosed in this report any change in the Company’sinternal control over financial reporting that occurred during the Company’smost recent fiscal quarter (the Company’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely tomaterially affect, the Company’s internal control over financial reporting; and

 

(5)                                  The Company’s other certifying officer(s) andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and the audit committee of the Company’sboard of directors (or persons performing the equivalent functions):

 

(a)                                  All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s abilityto record, process, summarize and report financial information; and

 

(b)                                 Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the Company’sinternal control over financial reporting.

 

 
| /s/ David R. Callen   |   | Vice  President, Finance |
|-----------------------|--------|--------------------------|
| (David R. Callen)     |   | and Treasurer            |
|                  |   |                     |
| August  27, 2009 |   |                     |

 

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