UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


Amendment
no. 1


(Mark
one)





xANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
fiscal year ended December 31, 2008
or





oTRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
transition period from  to .





Commission
file no. 0-16469





Inter Parfums,
Inc.


(Exact
name of registrant as specified in its charter)


Delaware
            
            13-3275609(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)





551
      Fifth Avenue, New York, New York
            10176(Address
      of Principal Executive Offices)
            (Zip
      Code)





Registrant's
telephone number, including area code: 212.983.2640.





Securities
registered pursuant to Section 12(b) of the Act:





Title
      of each class
              Name
      of exchange on which registeredCommon Stock, $.001 par value per
      share
              The
      Nasdaq Stock Market





Securities
registered pursuant to Section 12(g) of the Act:





None


Title of
Class





Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes o  No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


Yes o  No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days: Yes x  No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation SK is not contained herein and will not be contained, to the best of
the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K or any other amendment to
this Form 10K.   o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filed. See definition of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Exchange
Act).





Large
      accelerated Filer o
            Accelerated
      filer xNon-accelerated
      filer o
            Smaller
      Reporting Companyo





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o  No x





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter. $111,495,452 of voting equity and $-0- of non-voting
equity.





Indicate
the number of shares outstanding of the registrant's $.001 par value common
stock as of the close of business on the latest practicable date March 6, 2009:
30,168,939.





Documents
Incorporated By Reference: None.





Explanatory
Note





Inter
Parfums, Inc. is filing this Amendment no. 1 to its annual report on Form 10-K
for fiscal year ended December 31, 2008 as previously filed on March 11, 2009 to
provide a new Item 11, Executive Compensation, which replaces the former Item
11, Executive Compensation, in its entirety, and to provide the additional
exhibits listed in Item 15.Unless otherwise stated,
this Amendment No. 1 does not reflect events occurring after the filing of
the original Form 10-K or modify or update in any way disclosures contained in
the original Form 10-K.





Item
11.  Executive Compensation





Compensation
Discussion and Analysis




General




The
executive compensation and stock option committee of our board of directors is
comprised entirely of independent directors and oversee the compensation (base
salary, annual bonus and long term incentives) of our company’s executive
officers and administers our company’s stock option plans, other than the
non-employee directors stock option plan, which is self executing.





The
objectives of our compensation program are designed to strike a balance between
offering sufficient compensation to either retain existing or attract new
executives on the one hand, and maintaining compensation at reasonable levels on
the other hand. Although our business has grown over the past several years as
evidenced by our increased sales and growing portfolio of brand names, we do not
have the resources comparable to the cosmetic giants in our industry, and
accordingly cannot afford to pay excessive executive compensation. In
furtherance of these objectives, our executive compensation packages generally
include a base salary, as well as annual incentives tied to individual
performance and long-term incentives tied to our operating
performance.





Mr.
Madar, the chairman and chief executive officer, takes the initiative after
discussions with Mr. Russell Greenberg, an Executive Vice President, Chief
Financial Officer and a Director, and recommends executive compensation levels
for executives in the United States. Mr. Benacin, the president of Inter
Parfums, S.A., takes the initiative after discussions with Philippe Santi, the
Chief Financial Officer of Inter Parfums, S.A., and recommends executive
compensation levels for executives in Europe. The recommendations are presented
to the compensation committee for its consideration, and the compensation
committee makes a final determination regarding salary adjustments and annual
award amounts to executives, including our chief executive officer and
president. Further, Messrs. Madar and Benacin, in addition to being executive
officers and directors, are our largest shareholder’s, therefore, their
interests are aligned with our shareholder base in keeping executive
compensation at a reasonable level.




The
compensation committee believes that the individual executive compensation are
at levels comparable with executives in other companies of similar size and
stage of development that operate in fragrance industry and take into account
our company’s performance and our own strategic goals. Further, the compensation
committee believes that its present policies to date, with its emphasis on
rewarding performance, has served to focus the efforts of our executives to
allow the our Company to achieve a high rate of growth and profitability, which
management believes will result in a substantial increase in value to our
shareholders.


2




Elements
of Compensation




Generally,
the compensation of our executive officers is comprised of base salaries, annual
cash bonuses and long-term equity incentive awards. In determining specific
components of compensation, the compensation committee considers individual
performance, level of responsibility, skills and experience, and other
compensation awards or arrangements. The compensation committee reviews and
approves all elements of compensation for all of our executive officers taking
into consideration recommendations from our Chief Executive Officer and the
President of Inter Parfums, S.A., as well as information regarding compensation
levels at competitors in our industry.





Base Salary





Base
salaries for executive officers are initially determined by evaluating the
responsibilities of the position held and the experience of the individual, and
by reference to the competitive market place for executive talent. Base salaries
for executive officers are reviewed on an annual basis, and adjustments are
determined by evaluating our operating performance, the performance of each
executive officer, as well as whether the nature of the responsibilities of the
executive has changed. For executive officers of United States operations, the
bulk of their annual compensation is in base salary. However, for executive
officers of European operations base salary comprises a smaller percentage of
overall compensation.





None of
the executive officers for United States operations have employment agreements,
as we believe that having flexibility in structuring annual base salary is a
benefit, which permits us to act quickly to meet a changing economic
environment. Unfortunately, with the global economic downturn commencing in the
fourth quarter of 2008, the market price of our common stock as reported by The
Nasdaq Stock Market has decreased substantially. Further, consolidated net sales
of our company for the first quarter of 2009 had decreased. Further still, we
have published guidance for 2009, assuming the dollar remains at current levels,
for a further decrease in net sales and income. Based upon the recommendations
of the chief executive officer, the compensation committee authorized a (i)
rollback the $20,000 increase in the annual base salaries previously authorized
for the chief financial officer and president of Inter Parfums USA, LLC
(Specialty Retail Division), so that their annual base salaries would return to
the levels paid in 2008, and (ii) decrease the annual base salary by $20,000 of
the chief executive officer, all on a pro rata basis effective as
of April 16, 2009.





Bonus Compensation/ Annual
Incentives





Determination of the amount of annual
bonus compensation to executives of United States operations, other than the
chief executive officer, has been discretionary, and depends upon the
performance the individual as well as the results of the company as a whole. We
believe that having flexibility in structuring annual bonus compensation is a
benefit. Such annual cash bonus compensation is generally a percentage of the
annual base salary.





However, in order for the chief
executive officer to receive a cash bonus, United States operations has to
achieve after tax profit target. In 2008, based upon such targets, our chief
executive officer did not earn any cash bonus. In 2007, based upon such targets,
our chief executive officer earned a $100,000 cash bonus. For 2009 the
compensation committee has determined to use the same after tax profit target
for our company’s United States operations to calculate the chief executive
officer’s bonus.


3





Cash  bonuses for executive
officers of European operations generally consist of a larger portion of overall
compensation as compared to executive officers of United States operations. The
compensation committee believes that such larger bonus compensation is
commensurate with the marketplace for comparable industry executives in Paris,
where European operations maintain their headquarters.





In addition, as required by French law,
Inter Parfums, SA maintains its own profit sharing plan for all French
employees, including executive officers of our European operations other than
Mr. Benacin, the Chief Executive Officer of Inter Parfums, SA.





Long Term Incentives





Stock Options. We link
long-term incentives with corporate performance through the grant of stock
options. All options are granted with an exercise price equal to the fair market
value of the underlying shares of our common stock on the date of grant, and
terminate on or shortly after severance of the executive’s relationship with us.
Unless the market price of our common stock increases, corporate executives will
have no tangible benefit. Thus, they are provided with the additional incentive
to increase individual performance with the ultimate goal of increasing our
overall performance. We believe that enhanced executive incentives which result
in increased corporate performance tend to build company loyalty. As a general
rule, the number of options granted is determined by several factors, but most
importantly, both individual and company operating results for the past year, as
well as past option grants to such executives.





For
executive officers of United States operations and Mr. Benacin, we typically
grant nonqualified stock options with a term of 6 years that vest ratably of a
5-year period on a cumulative basis, so that the option will become fully
exercisable at the beginning of the sixth year from the date of grant. In
addition, we have temporarily discontinued all option grants to purchase shares
of our majority-owned, French subsidiary, Inter Parfums, S.A. to avoid decrease
the dilution of our ownership interest in Inter Parfums, S.A. In lieu of option
grants to purchase shares of our majority-owned, French subsidiary, we have
granted options to our French executive officers and employees under the French
Addendum to our stock option plan, which have a term of 6 years and vest 4 years
after the date of grant.





We
believe that the vesting period of these options serve a dual purpose: 1.
executives will not receive any benefit if they leave prior to such portion of
the option vesting; and 2. having a vesting period, matches the service period
with the potential benefits of the option. Pursuant to our stock option plan,
non-qualified stock options granted to executives terminate immediately upon the
executive’s termination of association with our company. This termination
provision coupled with a vesting period, reduces benefits afforded to an
executive when an executive officer leaves our employ.





Over
the past several years, as our company has grown and the market price or our
common stock has increased, Messrs. Madar and Benacin have realized substantial
compensation as the result of the exercise of their options. As the two
executives most responsible for continued growth and success of our company, the
Committee believes the granting of options is an appropriate tool to tie a
substantial portion of their compensation to the success of our company and is
completely warranted.


4





Generally we grant options to executive
officers in December of each year. However, we had granted options in February
2008, after our stock option plan was amended, to French executive officers and
French employees who had not received any option awards in 2007.





Unfortunately, with the global economic
downturn commencing in the fourth quarter of 2008, the market price of our
common stock as reported by The Nasdaq Stock Market has decreased substantially.
As the result of such price decline, all outstanding options, other than the
option grants made on December 31, 2008, have exercise prices which are in
excess of the market price, thus rendering such options potentially worthless.
It is the hope of the compensation committee that the most recent option grant
with a lower exercise price based upon the market price at the time, as compared
to prior years, will still act as a sufficient additional incentive for
increased individual executive performance.





The actual compensation realized as the
result of the exercise of options in the past, as well as the future potential
of such rewards, are powerful incentives for increased individual performance
and ultimately increased company performance. In view of the fact that the
executive officers named above contribute significantly to our profitable
operations, the compensation committee believes the option grants are valid
incentives for these executive officers and are fair to our
shareholders.





Stock Appreciation Rights.Our 2004 stock option plan authorizes us to grant stock appreciation
rights, or SARs. An SAR represents a right to receive the appreciation in value,
if any, of our common stock over the base value of the SAR. To date, we have not
granted any SARs under the 2004 plan. While the compensation committee currently
does not plan to grant any SARs under our 2004 plan, it may choose to do so in
the future as part of a review of the executive compensation
strategy.




Restricted Stock.We have not
in the past, and we do not have any future plans to grant restricted stock to
our executive officers.However, while the
compensation committee currently does not plan to authorize any restricted stock
plans, the compensation committee may choose to do so in the future as part of a
review of the executive compensation strategy.





No
Stock Ownership Guidelines





We do not require any minimum level of
stock ownership by any of our executive officers. As stated above, Messrs. Madar
and Benacin, are our largest shareholders, which aligns their interests with our
shareholder base in keeping executive compensation at a reasonable
level.


5


Retirement
and Pension Plans





We maintain a 401K plan for United
States operations. However, we do not match any contributions to such plan, as
we have determined base compensation together with annual bonuses and stock
option awards, are sufficient incentives to retain talented employees. Our
European operations maintains a pension plan for it employees as required by
French law.





Compensation
Committee Report





We have reviewed and discussed with
management the Compensation Discussion and Analysis provisions to be included in
this amendment to the Annual Report on Form 10-K for fiscal year ended
December 31, 2008, as well as the proxy statement for the upcoming annual
meeting of shareholders. Based on this review and discussion, we recommended to
the board of directors that the Compensation Discussion and Analysis referred to
above be included in this amendment to the Annual Report on Form 10-K as well as
the proxy statement for the upcoming annual meeting of
shareholders.





Francois Heilbronn


Jean Levy


Patrick Choël





The
following table sets forth a summary of all compensation awarded to, earned by
or paid to our “named executive officers,” who are our principal executive
officer, our principal financial officer, and each of the 3 most highly
compensated executive officers of our Company. This table covers all such
compensation during fiscal years ended December 31, 2008, December 31, 2007 and
December 31, 2006. For all compensation related matters disclosed in this Item
11, all amounts paid in euro have been converted to US dollars at the average
rate of exchange in each year.


6





SUMMARY
      COMPENSATION TABLEName
      and Principal Position
                      
                      Year
                      
                      
                      Salary
      ($)
                      
                      
                      Bonus
      ($)
                      
                      
                      Stock
                        Awards
      ($)
                      
                      
                      Option
                        Awards
                        ($)(1)
                      
                      
                      Non-Equity
                        Incentive
      Plan
                        Compensation
                        ($)
                      
                      
                      Change
      in Pension
                        Value
      and
                        Nonqualified
                        Deferred
                        Compensation
                        Earnings
      ($)
                      
                      
                      All
      Other
                        Compensation
      ($)
                      
                      
                      Total
      ($)Jean
      Madar,
                        Chief
      Executive Officer
                      
                      
                      2008
                        2007
                        2006
                      
                      
                      
                      400,000
                        400,000
                        400,000
                      
                      
                      
                      -0-
                        100,000
                        -0-
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      98,000
                        124,000
                        252,000
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      498,000
                        624,000
                        652,000Russell
      Greenberg, Chief Financial Officer
                      
                      
                      2008
                        2007
                        2006
                      
                      
                      
                      435,000
                        405,000
                        375,000
                      
                      
                      
                      35,000
                        43,100
                        30,000
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      37,000
                        98,000
                        167,000
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      2,214
                        2,214
                        2,214
                      
                      
                      
                      553,214
                        546,100
                        577,214Philippe
      Benacin, President of Inter Parfums, Inc. and Chief Executive Officer of
      Inter Parfums, S.A.
                      
                      
                      2008
                        2007
                        2006
                      
                      
                      
                      324,489
                        263,750
                        226,206
                      
                      
                      
                      229,258
                        170,000
                        153,174
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      98,000
      124,000
                        252,000
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      11,757
                        10,610
                        8,800
                      
                      
                      
                      104,039
                        93,479
                        84,199
                      
                      
                      
                      767,543
                        661,090
                        724,379Philippe
      Santi,
                        Executive
      Vice President and Director General Delegue, Inter Parfums,
      S.A.
                      
                      
                      2008
                        2007
                        2006
                      
                      
                      
                      324,489
                        263,750
                        226,206
                      
                      
                      
                      229,258
                        216,000
                        197,302
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      49,000
                        -0-
                        105,000
                      
                      
                      
                      22,632
                        27,474
                        22,621
                      
                      
                      
                      11,757
                        10,610
                        8,800
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      637,000
                        517,834
                        559,929Frédéric
      Garcia-Pelayo,
                        Director
      Export Sales,
                        Inter
      Parfums, S.A.
                      
                      
                      2008
                        2007
                        2006
                      
                      
                      
                      324,489
                        263,750
                        226,206
                      
                      
                      
                      229,258
                        216,000
                        197,302
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      49,000
                        -0-
                        166,000
                      
                      
                      
                      22,632
                        27,474
                        22,621
                      
                      
                      
                      11,757
                        10,610
                        8,800
                      
                      
                      
                      -0-
                        -0-
                        -0-
                      
                      
                      
                      637,136
                        517,834
                        620,929


7




[Footnotes from
table above]   _________________________________





1 Amounts
reflected under Option Awards represent the expense recorded in our 2008, 2007
and 2006 audited consolidated financial statements based on the fair value of
stock option awards using a Black-Scholes option pricing model. The assumptions
used in this model are detailed in Footnote 10 to the audited consolidated
financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2008 and filed with the SEC.





2 The
following table identifies (i) perquisites and other personal benefits provided
to our named executive officers in fiscal 2008 and quantifies those required by
SEC rules to be quantified and (ii) all other compensation that is required by
SEC rules to be separately identified and quantified.





Name
      and Principal
      Position
                    
                    Perquisites
                      and
      other
                      Personal
                      Benefits
      ($)
                    
                    
                    Personal
                      Automobile
                      Expense($)
                    
                    
                    Lodging
                      Expense($)
                    
                    
                    Total
      ($)Jean
      Madar,
                      Chief
      Executive Officer
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-Russell
      Greenberg, Chief Financial Officer
                    
                    
                    -0-
                    
                    
                    
                    2,214
                    
                    
                    
                    -0-
                    
                    
                    
                    2,214Philippe
      Benacin, President of Inter Parfums, Inc. and Chief Executive Officer of
      Inter Parfums, S.A.
                    
                    
                    -0-
                    
                    
                    
                    15,872
                    
                    
                    $
                    88,167
                    
                    
                    
                    104,039Philippe
      Santi,
                      Executive
      Vice President and Director General Delegue, Inter Parfums,
      S.A.
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-Frédéric
      Garcia-Pelayo,
                      Director
      Export Sales,
                      Inter
      Parfums, S.A.
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-








Plan
Based Awards





The
following table sets certain information relating to each grant of an award made
to our executive officers of our company listed in the Summary Compensation
Table during the past fiscal year.





Grants
      of Plan-Based AwardsName
                            
                            Grant
      Date
                            
                            Estimated
      Future Payouts Under
                              Non-Equity
      Incentive Plan
                              Awards
                            
                            
                            Estimated Future
      Payouts
                              Under
      Equity Incentive Plan
                              Awards
                            
                            
                            All
      Other
                              Stock
                              Awards:
                              Number
      of
                              Shares
      of
                              Stock
      or
                              Units
      (#)
                            
                            
                            All
      Other
                              Option
                              Awards:
                              Number
      of
                              Securities
                              Underlying
                              Options
      (#)
                            
                            
                            Exercise
                              or
      Base
                              Price
      of
                              Option
                              Awards
                              ($/Sh)
                            
                            
                            Closing
                              PriceThreshold
                              ($)
                            
                            
                            Target
                              ($)
                            
                            
                            Maximum
                              ($)
                            
                            
                            Threshold
                              ($)
                            
                            
                            Target
                              ($)
                            
                            
                            Maximum
                              ($)Jean
      Madar
                            
                            12/31/08
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            19,000
                            
                            
                            
                            6.925
                            
                            
                            
                            7.68Jean
      Madar
                            
                            2/14/08
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            13,875
                            
                            
                            
                            11.297
                            
                            
                            
                            10.68Russell
      Greenberg
                            
                            12/31/08
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            15,000
                            
                            
                            
                            6.925
                            
                            
                            
                            7.68Philippe
      Benacin
                            
                            12/31/08
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            19,000
                            
                            
                            
                            6.925
                            
                            
                            
                            7.68Philippe
      Benacin
                            
                            2/14/08
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            13,875
                            
                            
                            
                            11.297
                            
                            
                            
                            10.68Philippe
      Santi
                            
                            2/14/08
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            12,750
                            
                            
                            
                            11.297
                            
                            
                            
                            10.68Philippe
      Santi
                            
                            
                            
                            
                            22,632
                            
                            
                            
                            22,632
                            
                            
                            
                            22,632
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            NA
                            
                            
                            NA
                            
                            
                            NAFrédéric
      Garcia-Pelayo
                            
                            2/14/08
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            12,750
                            
                            
                            
                            11.297
                            
                            
                            
                            10.68Frédéric
      Garcia-Pelayo
                            
                            
                            
                            
                            22,632
                            
                            
                            
                            22,632
                            
                            
                            
                            22,632
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            NA
                            
                            
                            NA
                            
                            
                            NA




8


Options





As
discussed above, we typically grant nonqualified stock options with a term of 6
years that vest ratably of a 5-year period on a cumulative basis, so that the
option will become fully exercisable at the beginning of the sixth year from the
date of grant. Further, as reported above, options granted to French employees
under the French Addendum to our stock option plan, have a term of 6 years, and
vest 4 years after the date of grant. Options were granted in February 2008
after the technical amendments to our stock option plan to comply with certain
provisions of French law.





We
believe that the vesting period of these options serves a dual purpose: 1.
executives will not receive any benefit if they leave prior to such portion of
the option vesting; and 2. having a vesting period matches the service period
with the potential benefits of the option.





Under our stock option plans, the fair
market value is determined by the average of the high and low price on the date
of grant, not the closing price as reported by The Nasdaq Stock
Market.





We also note that the Summary
Compensation Table does not include income realized by the named executive
officers as the result of the exercise of stock options, but rather reflects the
dollar amount recognized for financial statement reporting purposes for options
granted in accordance with SFAS 123R. However, value realized as the result of
stock option exercises is set forth in the table entitled “Option Exercises and
Stock Vested”.





During 2008 Mr. Santi realized
$58,275as the result
of the exercise of a stock option to purchase shares of our company and an
additional $154,308 as the result of the exercise of a stock option to purchase
shares of our majority-owned subsidiary, Inter Parfums, S.A. In addition,
Messrs. Benacin and Greenberg exercised stock options to acquire shares of our
majority-owned subsidiary, Inter Parfums, S.A, and realized $123,446 and
$46,000, respectively.





Inter Parfums, S.A. Profit Sharing
Plan





As required by French law, Inter
Parfums, SA maintains its own profit sharing plan for all French employees who
have completed three months of service, including executive officers of our
European operations other than Mr. Benacin, the Chief Executive Officer of Inter
Parfums, SA. Benefits are calculated based upon a percentage of taxable income
of Inter Parfums, S.A. and allocated to employees based upon salary. The maximum
amount payable per year per employee is 25,000 euros, or approximately
$34,792.


9





Calculation of total annual benefits
contribution is made according to the following formula:





50% of
(Inter Parfums, S.A. net income, less 5% of shareholders equity without net
income for the year) times a fraction, the numerator of which is wages, and
the denominator of which is net income before tax + wages + taxes (other
than income tax) + valuation allowances + amortization expenses + interest
expenses.





Contribution to individual employees is
then made pro rata based upon their individual salaries for the
year.





Outstanding
Equity Awards At Fiscal Year-End





The
following table sets certain information relating to outstanding equity awards
in our company held by the executive officers of our company listed in the
Summary Compensation Table as of the end of the past fiscal year.





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END





Option
      AwardsName
                                                                                        
                                                                                        Number
      of
                                                                                          Securities
                                                                                          Underlying
                                                                                          Unexercised
                                                                                          Options
      (#)
                                                                                          Exercisable
                                                                                        
                                                                                        
                                                                                        Number
      of
                                                                                          Securities
                                                                                          Underlying
                                                                                          Unexercised
                                                                                          Options
      (#)
                                                                                          Unexercisable
                                                                                        
                                                                                        
                                                                                        Equity
      Incentive Plan
                                                                                          Awards:
      Number of
                                                                                          Securities
      Underlying
                                                                                          Unexercised
      Unearned
                                                                                          Options
      (#)
                                                                                        
                                                                                        
                                                                                        Option
                                                                                          Exercise
                                                                                          Price
                                                                                          ($)
                                                                                        
                                                                                        Option
                                                                                          Expiration
                                                                                          DateJean
      Madar
                                                                                        
                                                                                        
                                                                                        75,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        10.260
                                                                                        
                                                                                        12/09/0975,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        9.967
                                                                                        
                                                                                        04/19/1024,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/1236,000
                                                                                        (1)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/125,700
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        12.577
                                                                                        
                                                                                        12/26/1322,800
                                                                                        (2)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        12.577
                                                                                        
                                                                                        12/26/132,775
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        11.297
                                                                                        
                                                                                        2/13/1411,100
                                                                                        (3)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        11.297
                                                                                        
                                                                                        2/13/1419,000
                                                                                        (4)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        6.925
                                                                                        
                                                                                        12/30/14Russell
      Greenberg
                                                                                        
                                                                                        
                                                                                        37,500
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        10.260
                                                                                        
                                                                                        12/09/0937,500
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        9.967
                                                                                        
                                                                                        04/19/1015,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/1222,500
                                                                                        (5)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/124,500
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        12.577
                                                                                        
                                                                                        12/26/1318,000
                                                                                        (6)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        12.577
                                                                                        
                                                                                        12/26/1315,000
                                                                                        (7)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        6.925
                                                                                        
                                                                                        12/30/14Philippe
      Benacin
                                                                                        
                                                                                        
                                                                                        75,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        10.260
                                                                                        
                                                                                        12/09/0975,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        9.967
                                                                                        
                                                                                        04/19/1024,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/1236,000
                                                                                        (8)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/125,700
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        12.577
                                                                                        
                                                                                        12/26/1322,800
                                                                                        (9)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        12.577
                                                                                        
                                                                                        12/26/132,775
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        11.297
                                                                                        
                                                                                        2/13/1411,100
                                                                                        (10)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        11.297
                                                                                        
                                                                                        2/13/1419,000
                                                                                        (11)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        6.925
                                                                                        
                                                                                        12/30/14Philippe
      Santi
                                                                                        
                                                                                        
                                                                                        15,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        16.827
                                                                                        
                                                                                        02/12/0911,250
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        10.260
                                                                                        
                                                                                        12/09/0911,250
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        9.967
                                                                                        
                                                                                        04/19/103,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/124,500
                                                                                        (12)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/1212,750
                                                                                        (13)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        11.297
                                                                                        
                                                                                        2/13/14Frédéric
      Garcia-Pelayo
                                                                                        
                                                                                        
                                                                                        3,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/124,500
                                                                                        (14)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        13.103
                                                                                        
                                                                                        12/14/1212,750
                                                                                        (15)
                                                                                        
                                                                                        
                                                                                        -0-
                                                                                        
                                                                                        
                                                                                        
                                                                                        11.297
                                                                                        
                                                                                        2/13/14


10


[Footnotes from
table above]


____________________


1 Option
vests as to 12,000 shares on each of 12/15/09, 12/15/10 and
12/15/11.


2 Option
vests as to 5,700 shares on each of 12/26/09, 12/26/10, 12/26/11 and
12/26/2012.


3 Option
vests as to 2,775 shares on each of 2/13/10, 2/13/11, 2/13/12 and
2/13/2013.


4 Option
vests as to 3,800 shares on each of 12/30/09, 12/30/10, 12/30/11, 12/30/12 and
12/30/2013.


5 Option
vests as to 7,500 shares on each of 12/15/09, 12/15/10 and
12/15/11.


6 Option
vests as to 4,500 shares on each of 12/26/09, 12/26/10, 12/26/11 and
12/26/2012.


7 Option
vests as to 3,000 shares on each of 12/30/09, 12/30/10, 12/30/11, 12/30/12 and
12/30/2013.


8 Option
vests as to 12,000 shares on each of 12/15/09, 12/15/10 and
12/15/11.


9 Option
vests as to 5,700 shares on each of 12/26/09, 12/26/10, 12/26/11 and
12/26/2012.


10 Option
vests as to 2,775 shares on each of 2/13/10, 2/13/11, 2/13/12 and
2/13/2013.


11Option
vests as to 3,800 shares on each of 12/30/09, 12/30/10, 12/30/11, 12/30/12 and
12/30/2013.


12 Option
vests as to 1,500 shares on each of 12/15/09, 12/15/10 and
12/15/11.


13 Option
vests as to 100% on 2/14/2012.


14 Option
vests as to 1,500 shares on each of 12/15/09, 12/15/10 and
12/15/11.


15 Option
vests as to 100% on 2/14/2012.





The
following table sets certain information relating to outstanding equity awards
granted by Inter Parfums, S.A., our majority-owned French subsidiary which has
its shares traded on the Euronext, held by the executive officers of our company
listed in the Summary Compensation Table as of the end of the past fiscal
year.





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END


OF
INTER PARFUMS, S.A.





Option
      AwardsName
                                      
                                      Number
      of Securities
                                        Underlying
                                        Unexercised
      Options
                                        (#)
      Exercisable
                                      
                                      
                                      Number
      of Securities
                                        Underlying
                                        Unexercised
      Options
                                        (#)
      Unexercisable (1)
                                      
                                      
                                      Option
                                        Exercise
      Price
                                        (euros)(2)
                                      
                                      OptionExpiration
                                        DateJean
      Madar
                                      
                                      
                                      14,641
                                      
                                      
                                      
                                      
                                      
                                      
                                      15.10
                                      
                                      08/26/0920,498
                                      
                                      
                                      
                                      
                                      
                                      
                                      22.10
                                      
                                      03/25/1014,641
                                      
                                      
                                      
                                      20.60
                                      
                                      05/26/1113,310
                                      
                                      
                                      
                                      26.30
                                      
                                      06/01/12Russell
      Greenberg
                                      
                                      
                                      3,222
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      9.20
                                      
                                      08/26/091,318
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      15.10
                                      
                                      08/26/091,172
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      22.10
                                      
                                      03/25/101,464
                                      
                                      
                                      
                                      20.60
                                      
                                      05/26/111,065
                                      
                                      
                                      
                                      26.30
                                      
                                      06/01/12Philippe
      Benacin
                                      
                                      
                                      14,641
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      15.10
                                      
                                      08/26/0920,497
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      22.10
                                      
                                      03/25/1014,641
                                      
                                      
                                      
                                      20.60
                                      
                                      05/26/1113,310
                                      
                                      
                                      
                                      26.30
                                      
                                      06/01/12Philippe
      Santi
                                      
                                      
                                      7,321
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      15.10
                                      
                                      08/26/0910,542
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      22.10
                                      
                                      03/25/108,785
                                      
                                      
                                      
                                      20.60
                                      
                                      05/26/117,986
                                      
                                      
                                      
                                      26.30
                                      
                                      06/01/12Frédéric
      Garcia-Pelayo
                                      
                                      
                                      7,331
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      9.20
                                      
                                      08/26/097,321
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      15.10
                                      
                                      08/26/0910,542
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      22.10
                                      
                                      03/25/108,785
                                      
                                      
                                      
                                      20.60
                                      
                                      05/26/117,986
                                      
                                      
                                      
                                      26.30
                                      
                                      06/01/12


11


[Footnotes from
table above]


___________


1 All
options fully vest 4 years after the date of grant.


2 As of
December 31, 2008 the closing price of Inter Parfums, S.A. as reported by
Euronext was 18.05 euros, and the exchange rate was 1.3917 U.S. dollars to 1
euro.





Option
Exercises and Stock Vested





The
following table sets forth certain information relating to each option exercise
effected during the past fiscal year, and each vesting of stock, including
restricted stock, restricted stock units and similar instruments of our company
during the past fiscal year, for the executive officers of our company listed in
the Summary Compensation Table.





OPTION
      EXERCISES AND STOCK VESTEDOption
      Awards
                          
                          
                          Stock
      AwardsName
                          
                          Number
      of Shares
                            Acquired
      on
                            Exercise
                            (#)
                          
                          
                          Value
      Realized on
                            Exercise
                            ($)1
                          
                          
                          Number
      of Shares
                            Acquired
      on Vesting
                            (#)
                          
                          
                          Value
      Realized
                            On
      Vesting
                            ($)Jean
      Madar
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-Russell
      Greenberg
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-Philippe
      Benacin
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-Philippe
      Santi
                          
                          
                          11,250
                          
                          
                          $
                          58,275
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-Frédéric
      Garcia-Pelayo
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-





[Footnotes from
table above]


_______________________________


1
            Total
      value realized on exercise of options in dollars is based upon the
      difference between the fair market value of the common stock on the date
      of exercise, and the exercise price of the
  option.


12


The
following table sets forth certain information relating to each option exercise
effected during the past fiscal year, and each vesting of stock, including
restricted stock, restricted stock units and similar instruments during the past
fiscal year, of Inter Parfums, S.A., our majority-owned French subsidiary which
has its shares traded on the Euronext, for the executive officers of our company
listed in the Summary Compensation Table.





OPTION
      EXERCISES AND STOCK VESTEDOption
      Awards
                          
                          
                          Stock
      AwardsName
                          
                          Number
      of Shares
                            Acquired
      on
                            Exercise
                            (#)
                          
                          
                          Value
      Realized on
                            Exercise
                            ($)1
                          
                          
                          Number
      of Shares
                            Acquired
      on Vesting
                            (#)
                          
                          
                          Value
      Realized
                            On
      Vesting
                            ($)Jean
      Madar
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-Philippe
      Benacin
                          
                          
                          6,067
                          
                          
                          
                          123,446
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-Russell
      Greenberg
                          
                          
                          3,627
                          
                          
                          
                          46,000
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-Philippe
      Santi
                          
                          
                          10,631
                          
                          
                          
                          154,308
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-Frédéric
      Garcia-Pelayo
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          
                          -0-





[Footnotes from
table above]


_______________________________


1
            Total
      value realized on exercise of options in dollars is based upon the
      difference between the fair market value of the common stock on the date
      of exercise, and the exercise price of the
  option.





Pension
Benefits





The
following table sets forth certain information relating to payment of benefits
following or in connection with retirement during the past fiscal year, for the
executive officers of our company listed in the Summary Compensation
Table.





PENSION
BENEFITS





Name
                              
                              Plan
      Name
                              
                              Number
      of Years
                                Credited
      Service
                                (#)
                              
                              Present
      Value of
                                Accumulated
      Benefit
                                ($)
                              
                              
                              Payments
      During
                                Last
      Fiscal Year
                                ($)Jean
      Madar
                              
                              NA
                              
                              NA
                              
                              
                              -0-
                              
                              
                              
                              -0-Russell
      Greenberg
                              
                              NA
                              
                              NA
                              
                              
                              -0-
                              
                              
                              
                              -0-Philippe
      Benacin
                              
                              Inter
      Parfums SA Pension Plan
                              
                              NA
                              
                              
                              106,000
                              
                              
                              
                              11,757Philippe
      Santi
                              
                              Inter
      Parfums SA Pension Plan
                              
                              NA
                              
                              
                              106,000
                              
                              
                              
                              11,757Frédéric
      Garcia-Pelayo
                              
                              Inter
      Parfums SA Pension Plan
                              
                              NA
                              
                              
                              106,000
                              
                              
                              
                              11,757





Inter Parfums, S.A. maintains a pension
plan for all of its employees, including all executive officers. The calculation
of commitments for severance benefits involves estimating the probable present
value of projected benefit obligations. This projected benefit obligations is
then prorated to take into account seniority of the employees of Inter Parfums,
S.A. on the calculation date.


13





In calculating benefits, the following
assumptions were applied:





-
voluntary retirement at age 65;


- a rate
of 45% for employer payroll contributions for all employees;


- a 5%
average annual salary increase;


- an
annual rate of turnover for all employees under 55 years of age and nil
above;


- the TH
00-02 mortality table for men and the TF 00-02 mortality table for
women;


- a
discount rate of 4.4%.





The normal retirement age is 65 years,
but employees, including Messrs. Benacin, Santi and Garcia-Pelayo, can collect
reduced benefits if they retire at age 60.








Nonqualified
Deferred Compensation





We do not maintain any nonqualified
deferred compensation plans.





Employment
Agreements





As part
of our acquisition in 1991 of the controlling interest in Inter Parfums, S.A.,
now a subsidiary, we entered into an employment agreement with Philippe Benacin.
The agreement provides that Mr. Benacin will be employed as Vice Chairman of the
Board and President and Chief Executive Officer of Inter Parfums Holdings and
its subsidiary, Inter Parfums. The initial term expired on September 2, 1992,
and has subsequently been automatically renewed for additional annual periods.
The agreement provides for automatic annual renewal terms, unless either party
terminates the agreement upon 120 days notice. For 2009 Mr. Benacin presently
receives an annual salary of €229,600 (approximately $298,480, plus annual
lodging expenses of €60,000 (approximately $78,000) and automobile expenses of
€10,800 (approximately $14,040), which are subject to increase in the discretion
of the board of directors. The agreement also provides for indemnification and a
covenant not to compete for one year after termination of
employment.





Compensation
of Directors





The following table sets forth certain
information relating to the compensation for each of our directors who is not an
executive officer of our Company named in the Summary Compensation Table for the
past fiscal year.


14





DIRECTOR
      COMPENSATIONName
                        
                        Fees
                          Earned
                          or
      Paid
                          in
      Cash
                          ($)
                        
                        
                        Stock
                          Awards
                          ($)
                        
                        
                        Option
                          Awards
                          ($)
                        
                        
                        Non-Equity
                          Incentive
      Plan
                          Compensation
                          ($)
                        
                        
                        Change
      in
                          Pension
                          Value
      and
                          Nonqualified
                          Deferred
                          Compensation
                          Earnings
                        
                        
                        All
      Other
                          Compensation
                          ($)9
                        
                        
                        Total
      ($)Francois
      Heilbronn1
                        
                        
                        12,000
                        
                        
                        
                        -0-
                        
                        
                        
                        5,175
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        17,175Joseph
      A. Caccamo 2
                        
                        
                        8,000
                        
                        
                        
                        -0-
                        
                        
                        
                        5,175
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        13,12510Jean
      Levy3
                        
                        
                        12,000
                        
                        
                        
                        -0-
                        
                        
                        
                        5,175
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        7,530
                        
                        
                        
                        24,705Robert
      Bensoussan-
                          Torres4
                        
                        
                        4,000
                        
                        
                        
                        -0-
                        
                        
                        
                        5,175
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        10,620
                        
                        
                        
                        19,795Jean
      Cailliau5
                        
                        
                        4,000
                        
                        
                        
                        -0-
                        
                        
                        
                        5,175
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        9,175Serge
      Rosinoer6
                        
                        
                        4,000
                        
                        
                        
                        -0-
                        
                        
                        
                        2,588
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        7,530
                        
                        
                        
                        14,118Patrick
      Choël7
                        
                        
                        12,000
                        
                        
                        
                        -0-
                        
                        
                        
                        5,175
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        17,175





[Footnotes from
table above]


______________


1.
            As
      of the end of the last fiscal year, Mr. Heilbronn held options to purchase
      an aggregate of 7,500 shares of our common
  stock.


2.
            Mr.
      Caccamo stepped down from the board of directors in January 2009. As of
      the end of the last fiscal year, Mr. Caccamo held options to purchase an
      aggregate of 19,500 shares of our common stock, 7,500 of which are held as
      nominee for his present firm and 12,000 of which are held as nominee for
      his former employer. Mr. Caccamo disclaims beneficial ownership of such
      options. In accordance with the terms of our 2004 Nonemployee Director
      Stock Option Plan, all of such options expire 90 days after Mr. Caccamo
      ceased to be a director.


3.
            As
      of the end of the last fiscal year, Mr. Levy held options to purchase an
      aggregate of 7,500 shares of our common
stock.


4.
            As
      of the end of the last fiscal year, Mr. Bensoussan-Torres held options to
      purchase an aggregate of 7,500 shares of our common
  stock.


5.
            Mr.
      Cailliau stepped down from the board of directors in October 2008. As of
      the end of the last fiscal year, Mr. Cailliau held options to purchase an
      aggregate of 4,000 shares of our common stock. . In accordance with the
      terms of our 2004 Nonemployee Director Stock Option Plan, all of such
      options expired 90 days after Mr. Cailliau ceased to be a
      director.


6.
            As
      of the end of the last fiscal year, Mr. Rosinoer held options to purchase
      an aggregate of 6,004 shares of our common
  stock.


7.
            As
      of the end of the last fiscal year, Mr. Choël held options to purchase an
      aggregate of 6,000 shares of our common
stock.


9.
              Represents
      the difference between the exercise price of the option and the fair
      market value of the underlying common stock on the date of
      exercise.10.
              Does
      not include $223,000 paid for legal fees and expenses to Mr. Caccamo’s law
      firm.




For 2008
all nonemployee directors received $2,000 for each board meeting at which they
participate. Mr. Caccamo’s board fees were paid to his law firm.  In
addition, all members of the Audit Committee receive an additional annual fee of
$4,000 on January 1 of each year in which they serve on the Audit
Committee.





We
maintain stock option plans for our nonemployee directors. The purpose of these
plans is to assist us in attracting and retaining key directors who are
responsible for continuing the growth and success of our company. Under such
plans, options to purchase 1,000 shares are granted on each February 1st to all
nonemployee directors for as long as each is a nonemployee director on such
date. However, if a nonemployee director does not attend certain of the board
meetings, then such option grants are reduced according to a schedule. In
addition, options to purchase 2,000 shares are granted to each nonemployee
director upon his initial election or appointment to our board.





On February 1, 2009, options to
purchase 1,000 shares were granted to each of Francois Heilbronn, Jean Levy,
Robert Bensoussan-Torres and Patrick Choël, and an option to purchase 500 shares
was granted to Serge Rosinoer, all at the exercise price of $6.148 per share
under the 2004 plan. Such options vest ratably over a 4 year
period.


15


PART
IV





Item
15. Exhibits, Financial Statement Schedules





The following documents are filed with
this report:





Exhibit
      No.
            Description31.1
            Certification
      Required by Rule 13a-14 of Chief Executive Officer31.2
            Certification
      Required by Rule 13a-14 of Chief Financial Officer32.1
            Certification
      Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive
      Officer32.1
            Certification
      Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive
      Officer


16


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report
on Form 10-K for the fiscal year ended December 31, 2008 to be signed on its
behalf by the undersigned, thereunto duly authorized.





Inter Parfums, Inc.By
                /s/
      Jean MadarJean Madar, Chief Executive OfficerDate:
      May 26, 2009





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:





Signature
                
                Title
                Date/s/ Jean Madar
                
                Chairman
      of the Board of Directors
                May
      26, 2009Jean
      Madar
                
                and
      Chief Executive Officer/s/ Russell Greenberg
                
                Chief
      Financial and Accounting
                May
      26, 2009Russell
      Greenberg
                
                Officer
      and  Director/s/ Philippe Benacin
                
                Director
                May
      25, 2009Philippe
      Benacin/s/ Philippe Santi
                
                Director
                May
      26, 2009Philippe
      Santi/s/ Francois Heilbronn
                
                Director
                May
      25, 2009Francois
      Heilbronn/s/ Jean Levy
                
                Director
                May
      25, 2009Jean
      Levy/s/ Robert
Bensoussan-Torres
                
                Director
                May
      27, 2009Robert
      Bensoussan-Torres/s/ Serge Rosinoer
                
                Director
                May
      27, 2009Serge
      Rosinoer/s/ Patrick Choël
                
                Director
                May
      26, 2009Patrick
      Choël


17


Exhibit
Index





Exhibit
      No.
                        
                        Description
                        
                        Sequentially
                          Numbered
      Page in
                          Report31.1
                        
                        Certification
      Required by Rule 13a-14 of Chief Executive Officer
                        
                        1931.2
                        
                        Certification
      Required by Rule 13a-14 of Chief Financial Officer
                        
                        2132.1
                        
                        Certification
      Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive
      Officer
                        
                        2332.1
                        
                        Certification
      Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive
      Officer
                        
                        24


18