**Exhibit 31.2**

 

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

 

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

 

(1)           I have reviewedthis Annual Report on Form 10-K of Ethan Allen Interiors Inc.;

 

(2)           Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

(3)           Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in this report;

 

(4)           The Company’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a)                                  Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the Company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)                                 Designed such internalcontrols over financial reporting, or caused such internal controls overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

(c)                                  Evaluated the effectivenessof the Company’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(d)                                 Disclosed in this report anychange in the Company’s internal control over financial reporting that occurredduring the Company’s most recent fiscal quarter (the Company’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the Company’s internal control overfinancial reporting; and

 

(5)           The Company’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of the Company’s board of directors (orpersons performing the equivalent functions):

 

(a)                                  All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the Company’sability to record, process, summarize and report financial information; and

 

(b)                                 Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Company’s internal control over financial reporting.

 

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

 

August 19,2010

 

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