UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934
 Date of Report (Date of Earliest Event Reported):

October 25, 2005

 
Inter Parfums, Inc.

(Exact name of Registrant as specified in its charter)

Commission File Number  0-16469

		Delaware                                                                         13-3275609

(State or other jurisdiction of                                          
(I.R.S. Employer

incorporation or organization)                                        			Identification No.)

		 

551 Fifth Avenue, New York, New York 10176

(Address of Principal Executive Offices)

 

212. 983.2640

(Registrant's Telephone number, including area code)

 
Item 1.01. Entry into a Material Definitive Agreement
        On October 25, 2005 Inter Parfums, 
Inc. entered into an agreement with Citigroup Global Markets Inc., Oppenheimer & 
Co. Inc. and SG Cowen & Co., LLC, as representatives of the several 
underwriters, for the public sale by one of its stockholders, LV Capital USA, 
Inc., of 3,436,050 shares of its common stock at $15.50 per share, before 
underwriting discounts, commissions and expenses. In addition, Messrs. Jean 
Madar (Inter Parfums' Chairman and CEO) and Philippe Benacin (Inter Parfums' 
Vice Chairman and President) have granted to the underwriters a 30-day option to 
purchase up to an additional 515,408 shares of Inter Parfums common stock to 
cover over-allotments, if any. Inter Parfums, Inc. will not receive any proceeds 
of the sale. Inter Parfums, Inc.  and the selling stockholders have agreed to 
indemnify the underwriters against certain liabilities, including liabilities 
under the Securities Act of 1933, or to contribute to payments the underwriters 
may be required to make because of any of those liabilities. 
Item 9.01 Financial Statements and Exhibits.
        10.1 Form of Underwriting Agreement, 
incorporated by reference to Exhibit 1 to the  Registration Statement on Form 
S-3, registration number 333-128170, as filed September 8, 2005.
        99.1 Our press release dated 
October 26, 2005 is filed herewith. 
 

SIGNATURES

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

Dated: October 28, 2005


  
     
          Inter Parfums, Inc.

    By:
 /s/ Russell Greenberg

          Russell Greenberg, Executive Vice President