CERTIFICATE OF AMENDMENT
                                     to the
                      RESTATED CERTIFICATE OF INCORPORATION
                                       of
                         JEAN PHILIPPE FRAGRANCES, INC.
                Pursuant to the Delaware General Corporation Law


              Jean Philippe Fragrances, Inc. hereby certifies that:

     A. The name of the Corporation is Jean Philippe Fragrances, Inc. (the
"Corporation"), and its original Certificate of Incorporation was filed with the
Secretary of State of Delaware on May 6, 1985.

     B. The Restated Certificate of Incorporation is hereby amended in order to
change the name of the Corporation. To accomplish the foregoing amendment,
Article FIRST is stricken out in its entirety, and the new Article FIRST is
substituted in lieu thereof as follows:

     FIRST. The name of the Corporation is INTER PARFUMS, INC.

     C. The foregoing Amendment to the Restated Certificate of Incorporation of
the Corporation was authorized pursuant to Section 141(b) of the Delaware
Corporation Law by the affirmative vote of a majority of the Board of Directors
of the Corporation present at a meeting at which a quorum was present followed
by the affirmative vote of a majority of all of the outstanding shares Common
Stock of the Corporation entitled to vote on the said Amendment to the Restated
Certificate of Incorporation at a meeting at which a quorum was present pursuant
to Section 242 of the Delaware General Corporation Law.

     D. This Certificate of Amendment to the Restated Certificate of
Incorporation shall be effective upon the filing of same with the Secretary of
State of Delaware.

     IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.


Dated: July 13, 1999


                                 /c/ Jean Madar
                                 --------------
                                 Jean Madar, Chief Executive Officer


                                 /s/ Annie Failler
                                 -----------------
                                 Annie Failler, Secretary