8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549

FORM 8-K

Current ReportPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 27, 2011
ETHAN ALLEN INTERIORS INC.
(Exact name of registrant as specified in its charter)

Delaware	1-11692	06-1275288
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Ethan Allen Drive Danbury, CT	06811
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:    (203) 743-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN REPORT

SECTION 2 – FINANCIAL INFORMATION

Item 2.02          Results of Operations and Financial Condition

The information contained within Item 2.02 of this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On April 27, 2011, Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) issued a press release which contained certain preliminary operating results for the quarter ended March 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

On April 28, Ethan Allen will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three and nine months ended March 31, 2011 will be disclosed. This information is set forth in the attached Exhibit 99.1.

Exhibit 99.1 includes references to the Company's (i) consolidated operating profit, (ii) wholesale and retail operating profit, (iii) net income, (iv) earnings per share, and (v) earnings before interest, taxes, depreciation and amortization ("EBITDA"), all excluding the effects of restructuring and transition charges as a result of the Company’s decision to consolidate facilities, and certain non-operating income adjustments recorded during fiscal 2011, and fiscal 2010 as a result of the Company's decisions to consolidate facilities. A reconciliation of these financial measures to the most directly comparable financial measure reported in accordance with generally accepted accounting principles (“GAAP”) is also provided in Exhibit 99.1.

Management believes that excluding items which are deemed to be non-recurring in nature from financial measures such as operating profit, wholesale operating profit, net income, and earnings per share, allows investors to more easily compare and evaluate the Company's financial performance relative to prior periods and industry comparables.  These adjusted measures also aid investors in understanding the operating results of the Company absent such non-recurring or unusual events.

Management considers EBITDA an important indicator of the operational strength and performance of its business, including the ability of the Company to pay interest, service debt and fund capital expenditures. Given the nature of the Company's operations, including the tangible assets necessary to carry out its production and distribution activities, depreciation and amortization represent Ethan Allen's largest non-cash charges. As these non-cash charges do not affect the Company's ability to service debt or make capital expenditures, it is important to consider EBITDA in addition to, but not as a substitute for, operating income, net income and other measures of financial performance reported in accordance with GAAP, including cash flow measures such as operating cash flow.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01         Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Press release dated April 27, 2011

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ETHAN ALLEN INTERIORS INC.
Date:	April 27, 2011	By:	/s/ David R. Callen
			David R. Callen
			Vice President, Finance and Treasurer

2

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated April 27, 2011

3

EX-99.1

Exhibit 99.1

Ethan Allen Increases Cash Dividend and Reports Results for Quarter Ended March 31, 2011

DANBURY, Conn.--(BUSINESS WIRE)--April 27, 2011--Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) (NYSE:ETH) announced today that its Board of Directors has declared a regular quarterly cash dividend of $0.07 per share, a 40% increase, which will be payable to shareholders of record as of July 11, 2011 and will be paid on July 25, 2011. The Company also reported operating results for the three and nine months ended March 31, 2011.

Mr. Farooq Kathwari, Chairman, President and CEO commenting on the results stated, “We are pleased with our progress which has given us the opportunity to increase the dividend to our shareholders. Our delivered sales increased in the quarter 10.6%, and excluding special items, we had net income per share of $0.07 compared to a loss of $0.05 in the previous year quarter. We have continued to invest in marketing and in adding qualified associates, particularly in our Retail operations. During the quarter, we increased our advertising by 31% and for nine months by 26% compared to the previous year periods. During the quarter, written business in the Company’s Retail Division increased 11.4% and comparable written increased 13.4%. The Retail Division wrote $148 million and delivered $117 million, resulting in written orders exceeding deliveries by more than $30 million during the quarter. Our liquidity continues to improve. As of March 31st, we had cash and securities of $100.2 million. We have also continued to repurchase our 5.375% bonds. During the quarter we purchased $19.8 million and for nine months $26.6 million.”

Three Months Ended March 31, 2011

Net sales for the quarter ended March 31, 2011 were $162.8 million, an increase of 10.6% compared with the prior year quarter. The Company’s Retail division net sales were $117.0 million, an increase of 9.3% from the prior year quarter. Written orders booked during the quarter by the Retail division were 11.4% greater than the prior year quarter including comparable design center orders which grew 13.4%. As a result of the growth of our independent retailer in China, and at their request, a separate section of an existing Ethan Allen warehouse was established by us to hold sold product on their behalf. At the end of the quarter ending March 31, $5.2 million of sold product was held in the warehouse and is part of our net sales.

Net income for the quarter ended March 31, 2011 was $3.5 million or $0.12 earnings per diluted share compared with a net loss the prior year of $0.9 million or a $0.03 loss per diluted share. Excluding special items in both periods, net income for the quarter ended March 31, 2011 was $2.0 million or $0.07 per diluted share compared with a net loss the prior year quarter of $1.5 million or $0.05 loss per diluted share.

Nine Months Ended March 31, 2011

For the nine months ended March 31, 2011, net sales were $501.0 million, up 17.4% from the prior year comparable period. Net income year to date was $22.1 million or $0.76 per diluted share compared with a year to date net loss of $17.8 million or $0.61 loss per diluted share the prior year. Excluding special items in both periods for the nine months, current year earnings were $0.37 per diluted share compared with a net loss per diluted share of $0.31 the prior year.

Commenting on business outlook, Mr. Kathwari stated: “The economy is healing, and due to the many initiatives we have undertaken in the last three years, we remain cautiously optimistic. Our plans are for continued investments in advertising and also adding qualified professionals in the Retail division."

Analyst Conference Call

The Company will conduct a conference call at 11:00 AM (Eastern) on Thursday, April 28^th to discuss the financial results and our business initiatives. The live webcast and replay are accessible via the Company’s website at http://ethanallen.com/investors .

About Ethan Allen

Ethan Allen Interiors Inc. is a leading interior design company and manufacturer and retailer of quality home furnishings. The Company offers free interior design service to its clients and sells a full range of furniture products and decorative accessories through ethanallen.com and a network of approximately 280 Design Centers in the United States and abroad. Ethan Allen owns and operates seven manufacturing facilities in North America, including five manufacturing plants and one sawmill in the United States and one manufacturing plant in Mexico. Over seventy percent of its products are made in its United States plants. For more information on Ethan Allen’s products and services, visit ethanallen.com.

This press release should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2010 and other reports filed with the Securities and Exchange Commission. This press release and related discussions contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect management’s current expectations concerning future events and results of the Company, and are subject to various assumptions, risks and uncertainties. Accordingly, actual future events or results could differ materially from those contemplated by the forward-looking statements. The Company assumes no obligation to update or provide revision to any forward-looking statement at any time for any reason.

Ethan Allen Interiors Inc.
Selected Financial Information
Unaudited
(in thousands)
Selected Consolidated Financial Data:
	Three Months Ended		Nine Months Ended
	03/31/11	03/31/10	03/31/11	03/31/10
Net sales	$162.8	$147.3	$501.0	$426.8
Gross margin	51.0%	48.9%	51.0%	46.7%
Operating margin	2.9%	-1.9%	4.1%	-5.7%
Operating margin (excluding special items*)	3.0%	-0.2%	4.3%	-1.8%
Net income (loss)	$3.5	($0.9)	$22.1	($17.8)
Net income (loss) (excluding special items* and
unusual income tax effects)	$2.0	($1.5)	$10.8	($8.8)
Operating cash flow	$37.8	$12.8	$40.6	$33.6
Capital expenditures	$1.8	$2.3	$5.7	$7.6
Acquisitions	$0.4	$0.0	$0.6	$0.0
Treasury stock repurchases (settlement
date basis)	$0.0	$0.0	$5.4	$0.0
EBITDA	$10.8	$3.4	$41.3	$1.7
EBITDA as % of net sales	6.7%	2.3%	8.3%	0.4%
EBITDA (excluding special items*)	$10.9	$5.9	$40.9	$11.5
EBITDA as % of net sales (excluding special items*)	6.7%	4.0%	8.2%	2.7%
Selected Financial Data by Business Segment:
	Three Months Ended		Nine Months Ended
	03/31/11	03/31/10	03/31/11	03/31/10
Retail
Net sales	$117.0	$107.1	$369.1	$317.4
Operating margin	-6.2%	-9.7%	-3.5%	-9.9%
Operating margin (excluding special items*)	-6.1%	-9.3%	-3.4%	-9.2%
Wholesale
Net sales	$104.1	$96.6	$312.5	$262.4
Operating margin	12.7%	7.0%	11.2%	1.2%
Operating margin (excluding special items*)	12.7%	9.2%	11.4%	6.6%
* Special items consist of restructuring, impairment, transition charges and other certain items.
Related tax effects are calculated using a normalized income tax rate.

Ethan Allen Interiors Inc.
Condensed Consolidated Income Statements
Unaudited
(in thousands)
	Three Months Ended						Nine Months Ended
	03/31/11			03/31/10			03/31/11			03/31/10
Net sales	$	162,822		$	147,258		$	501,008		$	426,750
Cost of sales		79,753			75,231			245,697			227,390
Gross profit		83,069			72,027			255,311			199,360
Operating expenses:
Selling		39,147			37,321			118,542			109,541
General and administrative		39,056			37,129			115,758			112,024
Restructuring and impairment charge		109			400			393			1,989
Total operating expenses		78,312			74,850			234,693			223,554
Operating income (loss)		4,757			(2,823	)		20,618			(24,194	)
Interest and other income		1,128			894			5,453			2,711
Interest expense		2,773			2,979			8,649			8,938
Income (loss) before income taxes		3,112			(4,908	)		17,422			(30,421	)
Income tax expense (benefit)		(406	)		(4,053	)		(4,653	)		(12,649	)
Net income (loss)	$	3,518		$	(855	)	$	22,075		$	(17,772	)
Basic earnings per common share:
Net income (loss) per basic share	$	0.12		$	(0.03	)	$	0.77		$	(0.61	)
Basic weighted average shares outstanding		28,751			29,016			28,753			28,953
Diluted earnings per common share:
Net income (loss) per diluted share	$	0.12		$	(0.03	)	$	0.76		$	(0.61	)
Diluted weighted average shares outstanding		28,987			29,016			28,953			28,953

Ethan Allen Interiors Inc.
Condensed Consolidated Balance Sheets
Unaudited
(in thousands)
	March 31,		June 30,
	2011		2010
Assets
Current assets:
Cash and cash equivalents	$	70,812	$	73,852
Marketable securities		12,990		11,075
Accounts receivable, net		20,174		17,105
Inventories		131,499		134,040
Prepaid expenses & other current assets		20,532		23,620
Total current assets		256,007		259,692
Property, plant and equipment, net		295,433		305,747
Intangible assets, net		45,128		45,128
Restricted cash and investments		16,377		17,318
Other assets		4,162		3,892
Total Assets	$	617,107	$	631,777
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities of long-term debt		3,882		3,898
Customer deposits		53,540		52,605
Accounts payable		22,781		23,952
Accrued expenses & other current liabilities		56,974		65,287
Total current liabilities		137,177		145,742
Long-term debt		172,953		199,369
Other long-term liabilities		19,834		19,123
Deferred income taxes		11,157		9,084
Total liabilities		341,121		373,318
Shareholders' equity		275,986		258,459
Total Liabilities and Shareholders' Equity	$	617,107	$	631,777

Ethan Allen Interiors Inc.
GAAP Reconciliation
Three and Nine Months Ended March 31, 2011 and 2010
Unaudited
(in thousands, except per share amounts)
	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2011			2010			2011			2010
Net Income / Earnings Per Share
Net income (loss)	$	3,518		$	(855	)	$	22,075		$	(17,772	)
Special items net of related tax effects *		69			1,591			(272	)		10,478
Unusual income tax effects		(1,542	)		(2,261	)		(11,012	)		(1,545	)
Net income (loss) (excluding special items* and
unusual income tax effects)	$	2,045		$	(1,525	)	$	10,791		$	(8,839	)
Basic weighted average shares outstanding		28,751			29,016			28,753			28,953
Earnings (loss) per basic share	$	0.12		$	(0.03	)	$	0.77		$	(0.61	)
Earnings (loss) per basic share (excluding special items*
and unusual income tax effects)	$	0.07		$	(0.05	)	$	0.38		$	(0.31	)
Diluted weighted average shares outstanding		28,987			29,016			28,953			28,953
Earnings (loss) per diluted share	$	0.12		$	(0.03	)	$	0.76		$	(0.61	)
Earnings (loss) per diluted share (excluding special
items* and unusual income tax effects)	$	0.07		$	(0.05	)	$	0.37		$	(0.31	)
Consolidated Operating Income / Operating Margin
Operating income (loss)	$	4,757		$	(2,823	)	$	20,618		$	(24,194	)
Add: special items *		109			2,506			1,072			16,501
Operating income (loss) (excluding special items*)	$	4,866		$	(317	)	$	21,690		$	(7,693	)
Net sales	$	162,822		$	147,258		$	501,008		$	426,750
Operating margin		2.9	%		-1.9	%		4.1	%		-5.7	%
Operating margin (excluding special items*)		3.0	%		-0.2	%		4.3	%		-1.8	%
Wholesale Operating Income / Operating Margin
Wholesale operating income (loss)	$	13,253		$	6,737		$	35,076		$	3,099
Add: special items		-			2,108			679			14,287
Wholesale operating income (excluding special items*)	$	13,253		$	8,845		$	35,755		$	17,386
Wholesale net sales	$	104,119		$	96,594		$	312,467		$	262,374
Wholesale operating margin		12.7	%		7.0	%		11.2	%		1.2	%
Wholesale operating margin (excluding special items*)		12.7	%		9.2	%		11.4	%		6.6	%
Retail Operating Income / Operating Margin
Retail operating income (loss)	$	(7,271	)	$	(10,366	)	$	(12,767	)	$	(31,507	)
Add: special items		109			398			393			2,214
Retail operating income (loss) (excluding special items*)	$	(7,162	)	$	(9,968	)	$	(12,374	)	$	(29,293	)
Retail net sales	$	117,029		$	107,113		$	369,066		$	317,386
Retail operating margin		-6.2	%		-9.7	%		-3.5	%		-9.9	%
Retail operating margin (excluding special items*)		-6.1	%		-9.3	%		-3.4	%		-9.2	%
* Special items consist of restructuring, impairment, transition charges and certain other items.
Related tax effects are calculated using a normalized income tax rate.

Ethan Allen Interiors Inc.
GAAP Reconciliation
Three and Nine Months Ended March 31, 2011 and 2010
Unaudited
(in thousands, except per share amounts)
	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2011			2010			2011			2010
EBITDA
Net income (loss)	$	3,518		$	(855	)	$	22,075		$	(17,772	)
Add: interest expense (income), net		2,527			2,745			7,807			8,242
Less: income tax expense (benefit)		(406	)		(4,053	)		(4,653	)		(12,649	)
Add: depreciation and amortization (including
accelerated depreciation)		5,191			5,519			16,120			23,849
EBITDA	$	10,830		$	3,356		$	41,349		$	1,670
Net sales	$	162,822		$	147,258		$	501,008		$	426,750
EBITDA as % of net sales		6.7	%		2.3	%		8.3	%		0.4	%
EBITDA	$	10,830		$	3,356		$	41,349		$	1,670
Add: special items*		109			2,506			(428	)		9,871
Adjusted EBITDA	$	10,939		$	5,862		$	40,921		$	11,541
Net sales	$	162,822		$	147,258		$	501,008		$	426,750
Adjusted EBITDA as % of net sales		6.7	%		4.0	%		8.2	%		2.7	%
* Special items consist of restructuring, impairment, transition charges and certain other items.
Related tax effects are calculated using a normalized income tax rate.

CONTACT:
Ethan Allen Interiors Inc.
Investors/Media:
David R. Callen, 203-743-8305
Vice President Finance & Treasurer