INTER
PARFUMS HOLDING





Business
Corporation - with capital of 7,109,430 Euros





Head
Office: 4 Rond-point des Champs Elysées - 75008 PARIS





325
951 937 RCS PARIS





BYLAWS


In
coordination with the Law of August 1st,
2003





Updated
on 04/26/2004




.../...




ARTICLE
1 – FORM





The
company is a corporation. It is governed by the current laws and regulations and
these Bylaws.





ARTICLE
2 – PURPOSE





The
Company's purpose in France and abroad is:





-
            Any
      equity participation, direct or indirect, in any commercial or industrial,
      or real estate business deal, alone or with a third party, on its own
      behalf or that of a third party, through purchases, contributions, sales
      or exchanges of any stocks, corporate shares or securities of any kind,
      and generally, by the holding of any corporate securities. To this end,
      the company can participate in all such subscriptions, make any uses of
      funds, manage and operate any interests in any real estate or other
      companies,





-
            Any
      provisions of services concerning group leadership, the creation,
      organization, development, management, oversight, administration, and
      business policy for any companies, whether subsidiaries or not, the
      granting of any rights, patents, brands and more generally, any benefits
      related directly or indirectly to this
purpose,





-
            All
      transactions for financing, credit, cash management and advances on all
      investments, and in general, all transactions related directly or
      indirectly to this purpose. The import or export of products for mass
      consumption, as well as the creation or acquisition and use of all other
      funds or similar institution, and all transactions that can be linked
      directly or indirectly to the company’s purpose or likely to facilitate
      its expansion or development.





ARTICLE 3 - NAME




The name
of the Company is: INTER
PARFUMS HOLDING




ARTICLE 4 - HEAD OFFICE




The head
office is located at:




4 Rond-Point des Champs-Elysées,
75008 PARIS.




.../...







It can be
transferred to any other place in the same Department or a neighboring
Department by a simple decision of the Board of Directors, subject to
ratification by the next ordinary general shareholders meeting, and anywhere
else pursuant to a resolution of the extraordinary general shareholders meeting,
subject to current legal provisions. The Board of Directors that transfers the
head office, as provided by law, is authorized to amend the Bylaws
accordingly.




ARTICLE 5 - TERM




The term
of the Company shall be NINETY NINE (99) years from the date of its registration
in the Trade and Companies Registry, except early dissolution or
extension.




ARTICLE 6 - SHARE CAPITAL




Share
capital is fixed at the amount of SEVEN MILLION ONE HUNDRED NINE THOUSAND FOUR
HUNDRED THIRTY Euros (7,109,430 Euros). It is divided into TWO MILLION THREE
HUNDRED SIXTY NINE THOUSAND EIGHT HUNDRED TEN (2,369,810) subscribed and fully
paid shares of 3 Euros par value each.




ARTICLE 7 - CHANGES IN SHARE
CAPITAL




Share
capital can be increased, reduced or amortized in accordance with current laws
and regulations.




ARTICLE 8 - RELEASE OF SHARES




Shares
subscribed in cash must be paid upon subscription, by at least half their face
value and, where applicable, the entire share premium.




The
release of the surplus must take place one or more times upon appeal to the
Board of Directors, within five years from the registration in the Trade and
Companies Registry, as regards the initial capital, and within five years from
the date when the transaction becomes final in the event of a capital
increase.




However,
the new shares for cash resulting from a mixed transaction providing for release
partly in cash and partly by incorporation of reserves, profits or premiums must
be paid in full upon subscription.




.../...







Calls for
capital shall be made known to shareholders one month before the date set for
each payment, either by registered letter with return receipt or by a notice in
a legal announcement newspaper in the county of the head office and in the BALO
[Required Legal Announcements Bulletin].




Payments
are made either at headquarters or at any other place indicated for that
purpose.




Shareholders
shall, at any time, have the right to be discharged in advance, but they cannot
claim any interest or first dividend, in respect of the payments made by them
before the date fixed for the calls for funds.




Any delay
in payment of amounts due on the unpaid amount of shares automatically carries
interest at the legal rate from the due date, without prejudice to the personal
action that the Company may take against the defaulting shareholder and the
enforcement measures provided by law.




ARTICLE
9 - FORM OF SHARES




The
shares are registered. The materiality of the shares results from their
inclusion in the name of the holder or holders on accounts held for that purpose
by the Company, under the conditions and terms provided by law.




ARTICLE 10 - TRANSMITTAL OF
SHARES




The
shares are negotiable only after the Company’s registration in the Trade and
Companies Registry. In case of a capital increase, shares are negotiable as of
when this is carried out.




The
shares remain negotiable after the dissolution of the Company until the
completion of the liquidation.




Ownership
of the shares results from their inclusion in the individual account in the name
of the holder(s) on the registries that the Company keeps to this effect at the
head office.




The
transfer of shares takes place with regards to the Company and third parties by
a transfer order signed by the assignor or his representative and the assignee
if the shares are not fully paid. The transfer order is recorded on the day of
its receipt in a numbered and initialed registry kept chronologically, called
the “transfer registry.”




.../...







Transfers
between shareholders, or for the benefit of spouses, ancestors and descendants
are free.




Shares
may not be sold to third parties outside the Company without the approval of the
Board of Directors under the conditions and according to the procedure
prescribed by law.




ARTICLE 11 - RIGHTS AND OBLIGATIONS
ATTACHED TO SHARES




Each
share provides entitlement to the profits, corporate assets and liquidation
dividend in proportion to the share capital it represents.




It also
gives the right to vote and to representation at the general shareholders
meetings, as well as the right to be informed of the Company’s course and to
obtain disclosure of certain corporate documents at such times and under the
conditions prescribed by law and the Bylaws.




The
shareholders are only responsible for corporate liabilities up to the extent of
their contributions.




The
rights and obligations follow the share regardless of the owner.




Ownership
of a share carries full adherence to the Bylaws of the Company and the decisions
of the general shareholders meeting.




Whenever
it is necessary to own a certain number of shares in order to exercise any
right, the owners who do not have this number shall make it their personal
business to group together, and possibly purchase or sell the number of shares
necessary.




ARTICLE 12 - BOARD OF
DIRECTORS




The
Company is administered by a Board of Directors composed of at least three
members and eighteen members at most, subject to the exemption provided by law
in case of merger.




During
the life of the corporation, the directors are appointed, renewed or revoked by
the ordinary general shareholders meeting. They can always be
re-elected.




.../...







The
tenure of directors is SIX (6) years; they expire at the end of the ordinary
general shareholders meeting called to approve the accounts for the last fiscal
year that are kept for the year during which their mandate expires.




The
number of directors over the age of EIGHTY (80) years shall not exceed one third
of the directors in office. If this statutory limitation comes to be exceeded,
the oldest director shall be deemed to have resigned on the date of the ordinary
general shareholders meeting that rules on the accounts for the fiscal year
during which this event shall have occurred.




Each
director must own one share. If on the day of his appointment, a director does
not own the required number of shares or if, during his tenure, he ceases to be
their owner, he is automatically deemed to have resigned if he has not resolved
his situation within three months.




ARTICLE 13 - ORGANIZATION AND
OPERATION OF THE BOARD OF DIRECTORS




The Board
of Directors elects a Chairman from among its individual members and determines
his compensation. It fixes the Chairman’s tenure, which cannot exceed his term
as director.




No person
shall be appointed Chairman of the Board of Directors if he is over EIGHTY years
(80 years) of age. If the incumbent Chairman has reached this age, he is deemed
to have resigned.




He is
eligible for reelection. The Board of Directors may remove him at any
time.




ARTICLE
14 - BOARD PROCEEDINGS




The Board
of Directors meets as often as the Company’s interests require, upon convocation
by its Chairman or by one third or more of its members if the Board has not met
for over two months. The Chairman is bound by the requests that are sent to him
in this regard.




In the
event that the Company’s management is assumed by a CEO, the latter may ask the
Chairman of the Board of Directors to convene the Board on a specific
agenda.




The
convocations are made by any means, even verbally. The meeting takes place
either at the head office or at any other location specified in the
convocation.


.../...







The
Board’s proceedings shall be valid only if at least half the directors are
present. Decisions are taken by a majority vote of members present or
represented. In case of a tie vote, the Chairman of the meeting casts the
deciding vote.




Directors
who attend the Board meeting by means of videoconferencing are deemed to be
present for calculating the quorum and the majority, in accordance with the laws
and regulations. This provision is not applicable to the adoption of decisions
concerning the appointment of the Chairman, the CEO, the dismissal of the CEO,
the closing of the annual and consolidated accounts, and the preparation of the
management report for the Company and/or the group.




ARTICLE 15 - POWERS OF THE BOARD OF
DIRECTORS




The Board
of Directors determines the direction of the business of the Company and
oversees the implementation, within the limits of the corporate purpose and the
powers expressly granted by law to shareholders' meetings. All questions
regarding the proper conduct of the Company are referred to it, and it rules
through its deliberations on the matters that concern it. The Board of Directors
shall conduct inspections and audits as it deems appropriate.




The
Chairman or CEO of the Company is bound to provide to each director all the
documents and information necessary to accomplish his mission.




In
dealings with third parties, the Company is bound even by actions of the Board
of Directors that are not within the corporate purpose, unless it proves that
the third party knew that the action exceeded that purpose or that he could not
ignore that given the circumstances, it being excluded that the mere publication
of the Bylaws is sufficient to constitute such evidence.




ARTICLE 16 - POWERS OF THE CHAIRMAN
OF THE BOARD OF DIRECTORS




The
Chairman organizes and directs the work of the Board of Directors, which reports
to the general shareholders meeting. He ensures the proper functioning of the
corporate bodies and ensures in particular that the directors are able to
fulfill their mission. In a report attached to the annual report, he reports in
particular on the conditions of operation of the Board of Directors and the
internal oversight procedures.




In case
of temporary incapacity or death of the Chairman, the Board of Directors may
delegate a director to carry out the duties of the Chairman.




.../...







In case
of temporary impediment, such delegation is given for a limited period and is
renewable. In case of death, it shall be valid until the election of the new
Chairman.




ARTICLE 17 - GENERAL MANAGEMENT -
DELEGATION OF POWERS




The
general management of the Company is assumed, under his responsibility, either
by the Chairman of the Board of Directors or by another physical person, whether
a director or not, appointed by the Board of Directors, for whom it sets the
tenure and who holds the title of CEO.




The CEO,
who must be a physical person, whether chosen from among the directors or not,
can be dismissed at any time by the Board of Directors. If he is dismissed
without just cause, he is entitled to damages, unless he also fulfills the
duties of Chairman of the Board of Directors.




The Board
of Directors chooses, in accordance with the legal and regulatory requirements
in force, between two methods of exercising the general management of the
Company, upon any appointment or renewal of the Chairman of the Board of
Directors, or the CEO if these duties are not assumed by the Chairman of the
Board of Directors. This choice remains valid until the expiration of any of
these terms or, if necessary, until the day the Chairman of the Board of
Directors decides to no longer serve as CEO or, upon decision by the Board of
Directors, for a shorter period, which may be one year.




Shareholders
and third parties shall be informed of this choice under the conditions
prescribed by current law and regulations.




If the
Board of Directors chooses not to separate the functions of Chairman of the
Board of Directors, the Chairman assumes, under his responsibility, the general
management of the Company. In this case, the provisions below relating to the
CEO apply to him with the exception of compensation for wrongful dismissal from
his duties as CEO.




If the
Board of Directors chooses to separate the duties of Chairman of the Board of
Directors and CEO, and subject to the powers that the law expressly attributes
to shareholder meetings and to the Board of Directors, and within the limits of
the corporate purpose, the CEO is then invested with the broadest powers to act
in all circumstances on behalf of the Company. He represents the Company in its
dealings with third parties. He can grant to any agent of his choice all
delegations of powers within the limits of those conferred upon him by law and
these Bylaws. Any limitation on his powers by a decision of the Board of
Directors is not effective against third parties.




.../...







When he
is a director, his term in office cannot exceed that of his
mandate.




Whatever
the term for which the duties of CEO were conferred on him, such duties shall
terminate, automatically, at the latest after the first ordinary general
shareholders meeting held after the date on which he has attained EIGHTY (80)
years of age.




The Board
of Directors determines the CEO’s compensation.




The Board
of Directors may, upon the CEO's suggestion, mandate a physical person, director
or otherwise, to assist the CEO, with the title of Deputy CEO, who may not be
older than EIGHTY (80) years of age on the day of their appointment. In
agreement with the CEO, or the Chairman of the Board of Directors if the latter
serves as the CEO, the Board of Directors determines the extent and duration of
the powers delegated to each Deputy CEO.




ARTICLE 18 – STATUTORY
AUDITORS




The
auditing of the Company is carried out by one or more statutory auditors,
appointed and performing their duties according to law.




One or
more substitute auditors called upon to replace the statutory auditor(s) in case
of refusal, incapacity, resignation or death, are appointed at the same time as
the statutory auditor(s) for the same period.




ARTICLE 19 – REGULATED
AGREEMENTS




Any
agreement shall be submitted for prior approval by the Board of Directors, other
than those that bear on current operations and are concluded under normal
conditions, directly with or through an intermediary, between the Company and
its CEO, one of its Deputy CEOs, one of its directors, one of its shareholders
who holds a fraction of the voting rights in excess of 10%, or, if it involves a
corporate shareholder, the company that controls it according to the meaning of
Article L. 233-3 of the new Commercial Code.




The same
holds for agreements in which one of these people is indirectly
involved.




Are also
subject to prior approval; any agreements between the Company and a business
that the CEO, a Deputy CEO, or a director of the Company owns, or is an
unlimited partner, manager, director, CEO or member of the board of directors or
supervisory board, or is in general, an officer of this business.


.../...







Persons
who hold an interest are required to inform the Board of Directors when they
become aware of an agreement subject to approval. They cannot claim to take part
in the voting on the authorization sought.




The
Chairman of the Board gives an opinion to the Statutory Auditors on all the
agreements authorized and submits them for approval by the general shareholders
meeting.




These
agreements are authorized under the applicable legal and regulatory
requirements.




The above
provisions do not apply to agreements relating to current operations that are
concluded under normal conditions. However, these agreements, except when they
are not significant for any of the parties because of their purpose or their
financial implications, shall be provided to the Chairman of the Board of
Directors by the party who holds an interest. The list and the purpose of such
agreements are communicated by the Chairman to the members of the Board of
Directors and to the Statutory Auditors.




ARTICLE 20 - PROHIBITED
AGREEMENTS




Directors,
other than legal entities, are prohibited from contracting loans from the
Company in any form whatsoever, from being granted an overdraft on current
account and otherwise by it, and to have their commitments towards third parties
be guaranteed or secured by it.




The same
prohibition applies to the CEO, the Deputy CEO and the permanent representatives
of corporate entity directors. It also applies to spouses, ancestors and
descendants of the persons referred to in this article, as well as to any
intermediary third party.




ARTICLE 21 - GENERAL MEETINGS




General
shareholders meetings are convened and deliberate under the conditions laid down
by law.




The
collective decisions of shareholders are made in ordinary, extraordinary or
special general shareholders meetings depending on the nature of the decisions
they are called upon to make.




.../...











Meetings
are held at the head office or at any other location specified in the
convocation.




The
convening of general meetings shall be carried out fifteen days before the date
of the meeting, either by a notice in a newspaper authorized to receive legal
announcements in the Department of the head office, or by letter addressed to
each shareholder.




When a
meeting has been unable to deliberate for lack of the required quorum, the
second meeting and, where applicable, the extended second meeting is convened at
least six days in advance in the same form as the first. The notice and letters
of convocation to this second meeting shall repeat the date and agenda of the
first one.




Any
shareholder may attend meetings in person or by proxy, regardless of the number
of shares he owns, upon proof of his identity and ownership of his shares in the
Company accounts. He can only be represented by his spouse or by another
shareholder: to this end the proxy must show proof of his mandate.




Any
shareholder may, if the Board of Directors so decides upon convening the
meeting, also participate in that meeting by videoconference or by any means of
telecommunication and remote transmission including the Internet, under the
conditions provided by the regulations applicable at the time of its
use.




Are
deemed present, in calculating the quorum and the majority, the shareholders
attending the meeting by videoconference, Internet or by any means of
telecommunication that allows their identification, whose nature and conditions
are determined by Decree.




Any
shareholder may vote by mail using a form prepared and sent to the Company under
the conditions laid down by law and regulations. This form must reach the
Company FIVE (5) days before the date of the meeting in order to be taken into
account.




Any
shareholder has the right to obtain disclosure of the documents necessary to
enable him to act in full knowledge of cause concerning the management and
workings of the Company.




The
nature of these documents and the conditions of their sending or being made
available are determined by law and regulations.


.../...







An
attendance sheet, duly signed by the shareholders present and the proxies, to
which are annexed the powers given to each proxy and, where appropriate the
forms for voting by mail, is certified correct by the executive committee of the
meeting.




The
meetings are chaired by the Chairman of the Board of Directors or, in his
absence, by a Vice-Chairman or a director specifically designated for that
purpose by the Board. Otherwise, the assembly itself designates its
Chairman.




The
duties of the vote-counter are fulfilled by the two shareholders, present and
willing, who hold, on their own behalf as well as by proxy, the largest number
of votes.




The
executive committee thus comprised, appoints a secretary who may not be a
shareholder.




The
minutes are prepared and copies or excerpts from the deliberations are delivered
and certified according to law.




The
ordinary and extraordinary general shareholders meetings acting under the
conditions of quorum and majority required by the provisions that govern them
respectively, exercise the powers conferred on them by law.




ARTICLE 22 - FISCAL YEAR




Each
fiscal year has a period of one year, which begins January 1
and ends December
31.




ARTICLE
23 - INVENTORY - ANNUAL FINANCIAL STATEMENTS




There
shall be a regular accounting of corporate operations, according to
law.




At the
close of each fiscal year, the Board of Directors draws up an inventory of the
various assets and liabilities that exist on that date.




It also
draws up the balance sheet describing the assets and liabilities, showing the
equity separately, the income statement summarizing revenues and expenses during
the fiscal year, as well as the appendix that supplements and comments on the
information given by the balance sheet and the income statement.




The Board
of Directors prepares the management report on the Company’s situation during
the past fiscal year, its foreseeable development, the significant events that
occurred between the closing date of the fiscal year and when it is prepared,
and its research and development activities.


.../...







ARTICLE 24 - ALLOCATION AND
DISTRIBUTION OF PROFITS




If the
fiscal year accounts approved by the general shareholders meeting show a
distributable profit as defined by law, the general shareholders meeting decides
to include it in one or more reserve items for which it shall decide on its
allocation or use, whether to carry it forward or distribute it.




The
general shareholders meeting may grant to the shareholders for all or part of
the dividend distributed or interim dividends, an option between payment of the
dividend in cash or in shares under the legal conditions.




Losses,
if any exist, are carried forward again, after approval of the financial
statements by the general shareholders meeting, to be offset against profits for
subsequent years until extinction.




ARTICLE 25 - SHAREHOLDER EQUITY LESS
THAN HALF OF SHARE CAPITAL




If, due
to losses recorded in the accounting records, the Company’s equity falls below
half of the share capital, the Board of Directors shall, within four months
following approval of the accounts that reflect these losses, convene an
extraordinary general meeting of shareholders for the purpose of deciding
whether premature dissolution of the Company is warranted.




If
dissolution is not decided on, the share capital must, subject to the legal
provisions relating to minimum share capital for a business corporations, and
within the deadline set by law, be reduced by an amount equal to the losses that
were not charged against reserves, if, within that period the equity does not
once again equal at least half the share capital.




If a
general shareholders meeting does not take place, as in the case that this
meeting was unable to validly deliberate, any interested party may request
court-ordered dissolution of the Company.




ARTICLE 26 - CONVERSION OF THE
COMPANY




The
Company can be converted into another form of corporation, if, at the time of
its conversion, it has been in existence for at least two years, and if the
balance sheets for its first two years have been drawn up and approved by the
shareholders.




.../...







The
decision to convert is made on the report of the Statutory Auditors for the
Company, who must certify that the equity is at least equal to the share
capital.




The
conversion into a partnership requires the agreement of all the partners. In
this case, the conditions above are not required.




The
conversion into a limited liability company or a joint stock company is decided
upon under the conditions provided for an amendment to the bylaws and with the
agreement of all the partners who agree to be active partners.




The
conversion into a limited liability company is decided upon under the conditions
provided for an amendment to the articles of incorporation for companies of that
form.




ARTICLE 27 - DISSOLUTION -
LIQUIDATION




At the
expiration of the term set by the Company or in case of early dissolution, the
general shareholders meeting sets the terms and conditions for the liquidation
and appoints one or more liquidators, whose powers they shall determine and who
shall perform their duties according to law.




ARTICLE 28 - DISPUTES




All
disputes that may arise during the term of the Company or upon its liquidation,
either between the Company and the shareholders or directors, or between the
shareholders themselves, which involve corporate business, shall be judged
according to law and subject to the jurisdiction
of the courts.




*




*         *




.../...