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<STREET2>STE 1500
<CITY>NEW YORK
<STATE>NY
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<STREET2>STE 1500
<CITY>NEW YORK
<STATE>NY
<ZIP>10176
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<FORMER-CONFORMED-NAME>JEAN PHILIPPE FRAGRANCES INC
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<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

( MARK ONE )

/X/      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended June 30, 2002.

                                       OR

/ /      Transition 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. Employer
       incorporation or organization)                       Identification No.)


                   551 FIFTH AVENUE, NEW YORK, NEW YORK     10176
               -----------------------------------------------------
               (Address of Principal Executive Offices)   (Zip Code)


                                 (212) 983-2640
               -----------------------------------------------------
               (Registrants telephone number, including area code)


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
                     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

At August 5, 2002 there were 18,760,782 shares of common stock, par value $.001
per share, outstanding.

<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES

                                      INDEX

                                                                     Page Number

Part I.   Financial Information

         Item 1.   Financial Statements                                   1

                      Consolidated Balance Sheets as
                      of June 30, 2002 (unaudited)
                      and December 31, 2001 (audited)                     2

                      Consolidated Statements of
                      Income for the Three and Six Months
                      Ended June 30, 2002 (unaudited)
                      and June 30, 2001 (unaudited)                       3

                      Consolidated Statements of
                      Cash Flows for the
                      Six Months Ended
                      June 30, 2002 (unaudited) and
                      June 30, 2001 (unaudited)                           4

                      Notes to Unaudited Financial
                      Statements                                          5

         Item 2.   Management's Discussion and
                      Analysis of Financial Condition
                      and Results of Operations                           7

         Item 3.   Quantitative and Qualitative Disclosures
                      About Market Risk                                  12

Part II.   Other Information                                             13

         Item 2.   Changes in Securities and Use of Proceeds             13

         Item 6.   Exhibits and Reports on Form 8-K                      14

Signatures                                                               14



<PAGE>


                      INTER PARFUMS, INC. AND SUBSIDIARIES

PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

In our opinion, the accompanying unaudited consolidated condensed financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly our financial position, results of
operations and cash flows for the interim periods presented. We have condensed
such financial statements in accordance with the rules and regulations of the
Securities and Exchange Commission. Therefore, such financial statements do not
include all disclosures required by generally accepted accounting principles.
These financial statements should be read in conjunction with our audited
financial statements for the year ended December 31, 2001 included in our annual
report filed on Form 10-K.

         The results of operations for the six months ended June 30, 2002 are
not necessarily indicative of the results to be expected for the entire fiscal
year.






                                     Page 1
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>
                                                    June 30,                     December 31,
                                                      2002                           2001
                                                ------------------             ------------------
<S>                                                   <C>                            <C>
Current assets:
        Cash and cash equivalents                     $30,425,861                    $28,562,296
        Accounts receivable, net                       35,386,665                     31,222,907
        Inventories                                    36,387,420                     27,644,960
        Receivables, other                              1,291,361                        944,220
        Other                                           1,252,050                      1,362,352
        Income taxes receivable                         3,764,144                      2,633,000
        Deferred tax benefit                            1,307,000                      1,360,000
                                                ------------------             ------------------

             Total current assets                     109,814,501                     93,729,735

Equipment and leasehold improvements, net               4,228,764                      3,895,733

Other assets                                              333,485                        304,928

Deferred tax benefit                                      431,000                        767,000

Intangible assets, net                                  7,093,426                      3,841,707
                                                ------------------             ------------------

                                                     $121,901,176                   $102,539,103
                                                ==================             ==================
</TABLE>

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S>                                                    <C>                            <C>
Current liabilities:
        Loans payable, banks                           $4,542,790                     $1,308,086
        Accounts payable                               18,240,145                     15,512,938
        Accrued expenses                               10,426,404                      7,960,117
        Income taxes payable                            1,564,395                        746,684
                                                ------------------             ------------------

             Total current liabilities                 34,773,734                     25,527,825
                                                ------------------             ------------------

Deferred taxes payable                                    825,017                        739,353
                                                ------------------             ------------------

Long-term debt, less current portion                    1,560,682                      1,365,633
                                                ------------------             ------------------

Minority interests                                     11,679,299                      9,817,925
                                                ------------------             ------------------

Shareholders' equity:
        Common stock, $.001 par; authorized
            30,000,000 shares; outstanding
            18,760,782 and 18,692,269 shares
            at June 30, 2002 and
            December 31, 2001, respectively                18,761                         18,692
        Additional paid-in capital                     32,686,977                     32,469,587
        Retained earnings                              70,159,989                     66,786,620
        Accumulated other comprehensive income         (3,660,033)                    (8,043,282)
        Treasury stock, at cost, 7,492,463
            shares at June 30, 2002 and
            December 31, 2001                         (26,143,250)                   (26,143,250)
                                                ------------------             ------------------

                                                       73,062,444                     65,088,367
                                                ------------------             ------------------

                                                     $121,901,176                   $102,539,103
                                                ==================             ==================
</TABLE>


See notes to financial statements.

                                     Page 2
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                              Three Months Ended                    Six Months Ended
                                                                   June 30,                             June 30,
                                                            2002                2001              2002             2001
                                                        -----------          -----------       -----------      -----------
<S>                                                     <C>                  <C>               <C>              <C>
Net sales                                               $27,442,809          $26,259,763       $55,860,455      $57,302,939

Cost of sales                                            14,635,220           13,701,340        29,346,744       29,130,397
                                                        -----------          -----------       -----------      -----------

Gross margin                                             12,807,589           12,558,423        26,513,711       28,172,542

Selling, general and administrative                       9,212,038            9,232,698        19,097,812       21,102,392
                                                        -----------          -----------       -----------      -----------

Income from operations                                    3,595,551            3,325,725         7,415,899        7,070,150
                                                        -----------          -----------       -----------      -----------

Other charges (income):
      Interest                                              169,491               80,063           249,441          129,675
      (Gain) loss on foreign currency                        58,285             (228,353)           57,409         (176,277)
      Interest and dividend (income)                       (242,158)            (368,782)         (329,921)        (651,319)
      Loss on sale of stock of subsidiary, net                5,382               85,805             5,382           85,805
                                                        -----------          -----------       -----------      -----------

                                                             (9,000)            (431,267)          (17,689)        (612,116)
                                                        -----------          -----------       -----------      -----------

Income before income taxes                                3,604,551            3,756,992         7,433,588        7,682,266

Income taxes                                              1,268,633            1,409,509         2,654,205        2,863,922
                                                        -----------          -----------       -----------      -----------

Net income before minority interest                       2,335,918            2,347,483         4,779,383        4,818,344

Minority interest in net income
      of consolidated subsidiary                            409,424              406,280           843,193          845,689
                                                        -----------          -----------       -----------      -----------

Net income                                               $1,926,494           $1,941,203        $3,936,190       $3,972,655
                                                        ===========          ===========       ===========      ===========

Net income per common share:
      Basic                                                   $0.10                $0.11             $0.21            $0.23
      Diluted                                                 $0.10                $0.10             $0.20            $0.20
                                                        ===========          ===========       ===========      ===========

Number of common shares outstanding:
      Basic                                              18,760,558           17,446,165        18,755,443       17,447,091
      Diluted                                            20,022,039           19,985,022        19,990,328       19,812,478
                                                        ===========          ===========       ===========      ===========

See notes to financial statements.
</TABLE>


                                     Page 3
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                    Six months ended
                                                                                        June 30,
                                                                                2002                        2001
                                                                      ------------------          -----------------
<S>                                                                          <C>                        <C>
Operating activities:
          Net income                                                         $3,936,190                 $3,972,656
          Adjustments to reconcile net income to
             net cash provided by operating activities:
               Depreciation and amortization                                    964,702                    935,766
               Loss on sale of stock of subsidiary                                5,382                     85,805
               Minority interest in net income                                  843,180                    845,689
               Deferred tax provision                                           389,000
               Gain on sale of trademark                                        (82,524)
          Increase (decrease) in cash from changes in:

             Accounts receivable                                             (1,078,739)                  (197,517)
             Inventories                                                     (6,139,179)                (7,036,993)
             Other assets                                                       (22,774)                  (162,283)
             Accounts payable and accrued expenses                            2,391,240                  2,412,213
             Income taxes payable                                              (248,389)                  (623,455)
                                                                            -----------                -----------

                    Net cash provided by operating activites                    958,089                    231,881
                                                                            -----------                -----------

Investing activities:
          Purchase of equipment and leasehold improvements                     (715,489)                  (818,245)
          Trademark and license acquisitions                                 (3,225,199)
          Proceeds from the sale of trademark                                   149,799
                                                                            -----------                -----------

                    Net cash (used in) investing activities                  (3,790,889)                  (818,245)
                                                                            -----------                -----------

Financing activities:
          Increase in loan payable, bank                                      3,087,088                  3,463,811
          Proceeds from sale of stock of subsidiary                               5,382                    106,535
          Proceeds from exercise of stock options                               217,459
          Dividends paid                                                       (545,126)                  (197,144)
          Purchases of treasury stock                                                                     (410,296)
                                                                            -----------                -----------

                    Net cash provided by financing activities                 2,764,803                  2,962,906
                                                                            -----------                -----------

Effect of exchange rate changes on cash                                       1,931,562                 (1,192,536)
                                                                            -----------                -----------

Increase in cash and cash equivalents                                         1,863,565                  1,184,006

Cash and cash equivalents at beginning of period                             28,562,296                 27,598,771
                                                                            -----------                -----------

Cash and cash equivalents at end of period                                  $30,425,861                $28,782,777
                                                                            ===========                ===========


Supplemental disclosure of cash flows information:

          Cash paid during the period for:

               Interest                                                        $166,000                   $105,000
               Income taxes                                                   1,906,000                  2,547,000
</TABLE>

See notes to financial statements.

                                     Page 4

<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


1.       SIGNIFICANT ACCOUNTING POLICIES:

         The accounting policies we follow are set forth in the notes to our
         financial statements included in our Form 10-K which was filed with the
         Securities and Exchange Commission for the year ended December 31,
         2001.

2.       COMPREHENSIVE INCOME:
<TABLE>
<CAPTION>
                                                                Six months ended          Six months ended
                                                                  June 30, 2002             June 30, 2001
                                                                  -------------             -------------
<S>                                                                <C>                        <C>
         Comprehensive income
            Net income                                             $ 3,936,190                $ 3,972,655
          Other comprehensive income, net of tax:
            Foreign currency
               translation adjustment                                4,381,016                 (2,742,039)
            Cumulative effect of adopting SFAS 133
               as of January 1, 2001                                                              274,201
            Gains on derivatives reclassified
               into earnings                                            (4,717)                  (274,201)
            Change in fair value of derivatives                          6,950                    (59,370)
                                                                   -----------                -----------

         Comprehensive income                                      $ 8,319,439                $ 1,171,246
                                                                   ===========                ===========
</TABLE>


3.       GEOGRAPHIC AREAS:

         Segment information related to domestic and foreign operations is as
follows:

<TABLE>
<CAPTION>
                                                                Six months ended          Six months ended
                                                                  June 30, 2002             June 30, 2001
                                                                  -------------             -------------
<S>                                                              <C>                        <C>

         Net sales:
            United States                                        $  16,956,093              $  15,837,931
            Europe                                                  38,974,362                 41,535,008
            Eliminations                                               (70,000)                   (70,000)
                                                                 -------------              -------------
                                                                 $  55,860,455              $  57,302,939
                                                                 =============              =============
         Net Income:
            United States                                        $   1,072,024              $   1,078 916
            Europe                                                   2,864,166              $   2,893,739
                                                                 -------------              -------------
                                                                 $   3,936,190              $   3,972,655
                                                                 =============              =============
</TABLE>

4.       EARNINGS PER SHARE:

         We computed basic earnings per share using the weighted average number
         of shares outstanding during each period. We computed diluted earnings
         per share using the weighted average number of shares outstanding
         during each period, plus the incremental shares outstanding assuming
         the exercise of dilutive stock options.

                                     Page 5
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

5.      INVENTORIES:

        Inventories consist of the following:

                                              June 30, 2002   December 31, 2001
                                              -------------   -----------------

         Raw materials and component parts    $ 12,601,427      $  8,823,260
         Finished goods                         23,785,993        18,821,700
                                              ------------      ------------
                                              $ 36,387,420      $ 27,644,960
                                              ============      ============


6.       RECENT ACCOUNTING DEVELOPMENTS:

         In June 2001, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards ("SFAS") No. 141, "Business
         Combinations," and SFAS No. 142, "Goodwill and Other Intangible
         Assets." SFAS No. 141 requires all business combinations after June 30,
         2001 to be accounted for using the purchase method. SFAS No. 142
         establishes new guidelines for accounting for goodwill and other
         intangible assets. In accordance with SFAS No. 142, goodwill and
         intangible assets with an indeterminate life associated with
         acquisitions are no longer amortized; However, the carrying value of
         existing intangible assets with an indeterminate life is assessed for
         impairment at least annually. We have implemented the provisions of
         SFAS No. 142 on January 1, 2002 and have tested our trademarks for
         impairment as of such date and determined that there was no impairment.
         The effect on net income of amortization of intangible assets with an
         indeterminate life for the six months ended June 30, 2001 aggregated
         $72,000, after taxes and minority interest.

7.       TRISTAR ASSET ACQUISITION:

         On May 21, 2002 our wholly-owned subsidiary, Jean Philippe Fragrances,
         LLC, purchased certain mass market fragrance brands and inventories of
         Tristar Corporation ("Tristar"), a Debtor-in-Possession. Jean Philippe
         Fragrances, LLC purchased the trademarks and related intellectual
         property of certain brands for approximately $3.2 million, and acquired
         certain existing inventory for approximately $3.7 million.

         In connection with the acquisition, Jean Philippe Fragrances, LLC
         entered into a manufacturing agreement with Fragrance Impressions
         Corporation for production of the Tristar brands acquired. In addition,
         Tristar and Fragrances Impressions Corporation entered into a
         non-competition agreement with Jean Philippe Fragrances, LLC relating
         to alternative designer fragrances and certain mass market cosmetics.

                                     Page 6
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES

ITEM 2:     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

We are a leading manufacturer and distributor of fragrances, cosmetics and
personal care products. Innovation and creativity are combined to produce
quality products for our customers around the world.

We operate in the fragrance and cosmetic industry, specializing in prestige
fragrances and mass market fragrances and cosmetics:

o    Prestige products -- For each prestige brand, owned or licensed by us, we
     create an original concept for the perfume consistent with world market
     trends;

o    Mass market products -- We design, market and distribute inexpensive
     fragrances and personal care products including alternative designer
     fragrances, health and beauty aids and mass market cosmetics.

Statements in this document, which are not historical in nature, are
forward-looking statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results to be
materially different from projected results. Given these risks, uncertainties
and other factors, persons are cautioned not to place undue reliance on the
forward-looking statements.

Such factors include effectiveness of sales and marketing efforts and product
acceptance by consumers, dependence upon management, competition, currency
fluctuation and international tariff and trade barriers, governmental regulation
and possible liability for improper comparative advertising or "Trade Dress".

Amongst the various license agreements we operate under, two (2) licenses are
with affiliates of our strategic partner, LV Capital USA, Inc. ("LV Capital"), a
wholly-owned subsidiary of LVMH Moet Hennessy Louis Vuitton S.A. In May 2000 we
entered into an exclusive worldwide license for prestige fragrances for the
Celine brand, and in March 1999 we entered into an exclusive worldwide license
for Christian Lacroix fragrances. Both licenses are subject to certain minimum
sales requirements, advertising expenditures and royalty payments as are
customary in our industry.

                                     Page 7
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES

         THREE AND SIX MONTHS ENDED JUNE 30, 2002 AS COMPARED TO THE THREE AND
         SIX MONTHS ENDED JUNE 30, 2001

Net sales for the three months ended June 30, 2002 increased 5% to $27.4
million, as compared to $26.3 million for the corresponding period of the prior
year. At comparable foreign currency exchange rates, net sales were up 1% for
the period.

Net sales for the six months ended June 30, 2002 declined 3% to $55.9 million,
as compared to $57.3 million for the corresponding period of the prior year.
Changes in foreign currency exchange rates had no discernible effect on net
sales for the period.

The 5% net sales increase for the three months ended June 30, 2002 is in line
with our internal expectations. Sales generated by our French subsidiary
increased 4%; in constant dollars sales were down 1%. Domestic sales registered
a 5% increase for the period. These results were achieved despite the current
unfavorable economic climate in South America and the general decline in
prestige product sales as seen by many luxury goods manufacturers.

The slight decline in net sales for the six months ended June 30, 2002 is not
surprising considering the 23% net sales growth reported in the first half of
2001. Sales of our prestige fragrance products were the primary contributor to
the growth in 2001 as we continued the broader geographic rollout of Paul Smith
and Burberry Touch, two new fragrance collections that debuted in the second
half of 2000.

We are very optimistic for the remainder of 2002 and beyond. We will continue
the geographic expansion of our Celine distribution network and we are very
enthusiastic about our new Christian Lacroix fragrance line, Bazar, which has
been launched in select markets during the second quarter of 2002. Our FUBU
Plush line is now available in select specialty stores, certain international
markets and select mid tier department stores. In addition, Essence Pure by S.T.
Dupont and Eaux Extremes by Paul Smith are two new products that are in the
final stages of development for launch in October 2002. Finally, our 2003 plans
include a seasonal perfume under our Celine brand, an alcohol-free Bazar eau de
toilette by Christian Lacroix, a new Burberry women's line, two new fragrances
by Paul Smith and in late 2003 we expect to launch our first prestige fragrance
line under the Diane von Furstenberg label.

With respect to our mass market products, the sales increase is the result of
the product line expansion of our Intimate health and beauty aids and our Aziza
cosmetic line. We have been developing new product line extensions for both
lines throughout 2002. Also in development is the reintroduction of Tatiana by
Diane von Furstenberg. We expect that this mass market fragrance will be ready
for re-launch in September 2002.

                                     Page 8
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES

We anticipate our mass market fragrance lines will get a significant boost from
the recent acquisition of certain fragrance brands from Tristar Corporation
("Tristar"), a Debtor-in-possession in a Chapter 11 proceeding. In May 2002, we
purchased trademarks and related intellectual property of certain brands for
$3.2 million, and acquired certain existing inventory for approximately $3.7
million. Tristar was one of our most significant competitors in mass market
fragrances and the brands acquired will be sold in the same distribution channel
as that of our other mass market fragrance lines.

Growing sales within existing product lines, new product launches and an active
new business development program are how we plan to grow our business. With
respect to new business development, several licensing and acquisition
opportunities are presently under discussion. However, we cannot assure you that
any such transactions will be completed.

Gross profit margin was 47% of net sales for both the three and six month
periods ended June 30, 2002, as compared to 48% and 49% for the corresponding
periods of the prior year. Our target gross margin percentage has historically
been 45% to 46%. However, gross profit margins have increased recently as our
prestige fragrance lines, which have been growing at a faster rate than our mass
market lines, generate a higher gross profit margin than our mass market product
lines.

Selling, general and administrative expenses aggregated $9.2 million for both
three month periods ended June 30, 2002 and 2001. However, as a percentage of
sales, selling, general and administrative expenses decreased to 34% of net
sales for the three month period ended June 30, 2002, as compared to 35% for the
corresponding period of the prior year. Selling, general and administrative
expenses aggregated $19.1 million for the six months ended June 30, 2002, as
compared to $21.1 million for the corresponding period of the prior year. As a
percentage of sales, selling, general and administrative expenses declined to
34% of net sales for the 2002, as compared to 37% for the 2001 period.

Promotion and advertising are prerequisites for brand-building and sales of
designer products. We develop a complete marketing and promotional plan to
support our growing portfolio of prestige fragrance brands and to build upon
each brand's awareness. We typically budget advertising and promotion
expenditures based upon sales of each of our product lines. For example, as a
result of the success of the Burberry Touch and Paul Smith launches in late
2000, we increased advertising and promotional activities in early 2001 to keep
the momentum of the second half of 2000 going. Conversely, with the softness in
economy, particularly for discretionary consumer products, in recent months, we
intentionally curtailed advertising and marketing expenditures. We plan to again
gear up our promotional programs as the economy improves.

                                     Page 9
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES

Interest expense was $169,000 and $249,000 for the three and six month periods
ended June 30, 2002, as compared to $80,000 and $130,000 for the corresponding
periods of the prior year. We use the credit lines available to us, as needed,
to finance our working capital needs.

We recorded a loss on foreign currency of $58,000 and $57,000 for the three and
six month periods ended June 30, 2002, as compared to a gain $228,000 and
$176,000 for the corresponding periods of the prior year. Occasionally, we enter
into foreign currency forward exchange contracts to manage exposure related to
certain foreign currency commitments.

Our effective income tax rate was 35% for the three months ended June 30, 2002,
as compared to 38% for the corresponding period of the prior year. Our effective
income tax rate was 36% for the six months ended June 30, 2002, as compared to
37% for the corresponding period of the prior year. The small decline in our
effective tax rate is the result of slightly lower foreign tax rates.

Net income was $1.9 million for both the three months ended June 30, 2002 and
2001. After giving effect to the 3-for-2 stock split effected in September 2001,
diluted earnings per share aggregated $0.10 for both three month periods. Net
income was $3.9 million for the six months ended June 30, 2002, as compared to
$4.0 million for the corresponding period of the prior year. After giving effect
to the 3-for-2 stock split, diluted earnings per share aggregated $0.20 for both
six month periods.

Weighted average shares outstanding aggregated 18.8 million for both the three
and six month periods ended June 30, 2002, as compared to 17.4 million for both
the three and six month periods ended June 30, 2001. On a diluted basis, average
shares outstanding were 20.0 million for both the three and six month periods
ended June 30, 2002, respectively, as compared to 20.0 million and 19.8 million
for the three and six month periods ended June 30, 2001, respectively.

         LIQUIDITY AND CAPITAL RESOURCES

Profitable operating results continue to strengthen our financial position. At
June 30, 2002, working capital aggregated $75 million and we had a working
capital ratio of greater than 3 to 1. Cash and cash equivalents aggregated $30
million and our net book value was $3.89 per outstanding share as of June 30,
2002. Furthermore, we had only $1.6 million in long-term debt.

                                     Page 10
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES

Our short-term financing requirements are expected to be met by available cash
at June 30, 2002, cash generated by operations and short-term credit lines
provided by domestic and foreign banks. The principal credit facilities for 2002
are a $12.0 million unsecured revolving line of credit provided by a domestic
commercial bank and approximately $12.0 million in credit lines provided by a
consortium of international financial institutions.

Cash provided by operating activities aggregated $1.0 million for the six months
ended June 30, 2002 as compared to $0.2 million for the corresponding period of
the prior year. As previously discussed, in connection with the May 2002
acquisition of certain Tristar fragrance brands, we purchased existing inventory
aggregating $3.7 million. This is reflected as a use of cash by operating
activities in the accompanying cash flow statement. In addition, throughout the
month of June, and continuing into July and August, we purchased additional raw
materials to balance our inventory of Tristar brand products. This was done
without the benefit of significant Tristar brand sales during the period. Cash
provided by operating activities continues to be the primary source of funds to
finance operating needs and investments in new ventures.

Cash used in investing activities includes the $3.2 million paid for the Tristar
brands and related intellectual property.

Our Board of Directors approved a cash dividend program and our first 1.5 cent
per share quarterly dividend was paid on April 15, 2002. This cash dividend,
which totals $1.1 million on an annual basis, represents a small part of our
cash position and is not expected to have any significant impact on our
financial position.

We believe that funds generated from operations, supplemented by our present
cash position and available credit facilities, will provide us with sufficient
resources to meet all present and reasonably foreseeable future operating needs.

Inflation rates in the U.S. and foreign countries in which we operate have not
had a significant impact on operating results for the three months ended June
30, 2002.

                                     Page 11
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

GENERAL

We address certain financial exposures through a controlled program of risk
management that primarily consists of the use of derivative financial
instruments. We primarily enter into foreign currency forward exchange contracts
in order to reduce the effects of fluctuating foreign currency exchange rates.
We have entered into one (1) interest rate swap in an attempt to take advantage
of low variable interest rates as compared to the fixed rate on our long-term
debt. We do not engage in the trading of foreign currency forward exchange
contracts or interest rate swaps.

FOREIGN EXCHANGE RISK MANAGEMENT

We periodically enter into foreign currency forward exchange contracts to hedge
exposure related to receivables denominated in a foreign currency and to manage
risks related to future sales expected to be denominated in a foreign currency.
We enter into these exchange contracts for periods consistent with our
identified exposures. The purpose of the hedging activities is to minimize the
effect of foreign exchange rate movements on the receivables and cash flows of
Inter Parfums, S.A., our French subsidiary, whose functional currency is the
Euro. All foreign currency contracts are denominated in currencies of major
industrial countries and are with large financial institutions, which are rated
as strong investment grade.

All derivative instruments are required to be reflected as either assets or
liabilities in the balance sheet measured at fair value. Generally, increases or
decreases in fair value of derivative instruments will be recognized as gains or
losses in earnings in the period of change. If the derivative is designated and
qualifies as a cash flow hedge, the changes in fair value of the derivative
instrument will be recorded in other comprehensive income.

Before entering into a derivative transaction for hedging purposes, we determine
that a high degree of initial effectiveness exists between the change in the
value of the hedged item and the change in the value of the derivative from a
movement in foreign currency rates. High effectiveness means that the change in
the value of the derivative will effectively offset the change in the fair value
of the hedged item. We measure the effectiveness of each hedge throughout the
hedged period. Any hedge ineffectiveness is recognized in the income statement.

                                     Page 12
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES

We believe that our risk of loss as the result of nonperformance by any of such
financial institutions is remote and in any event would not be material. The
contracts have varying maturities with none exceeding one year. Costs associated
with entering into such contracts have not been material to our financial
results. At June 30, 2002, we had foreign currency contracts in the form of
forward exchange contracts in the amount of approximately $10.0 million. The
foreign currencies included in these contracts are principally the U.S. dollar.

INTEREST RATE RISK MANAGEMENT

We mitigate interest rate risk by continually monitoring interest rates, and
then determining whether fixed interest rates should be swapped for floating
rate debt, or if floating rate debt should be swapped for fixed rate debt. We
have entered into one (1) interest rate swap to take advantage of declining
interest rates. At June 30, 2002 we had one (1) interest rate swap agreement
outstanding to convert $1.6 million of principal fixed rate debt with an
interest rate of 4.56% to floating interest rate debt, at the EURIBOR rate, over
the life of our long-term debt due in 2005. At June 30, 2002, the EURIBOR rate
was 3.3%. If interest rates were to rise 1% per annum over the remaining term of
the long-term debt, then we would incur a loss of $30,000.

PART II.  OTHER INFORMATION

         Items 1, 3, 4, and 5 are omitted as they are either not applicable or
have been included in Part I.

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On July 2, 2002, two (2) executive officers exercised outstanding stock
options to purchase an aggregate of 20,000 shares of Common Stock and we
received approximately $51,000 in proceeds as a result of such exercises, as
well as $36,000 in required withholding taxes.

         The transactions were exempt from the registration requirements of
 Section 5 of the Securities Act under Section 4(2) of the Securities Act. Each
 shareholder, an executive officer, agreed to purchase his common stock for
 investment and not for resale to the public.

                                     Page 13
<PAGE>

                      INTER PARFUMS, INC. AND SUBSIDIARIES

         ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

EXHIBIT NO.                      DESCRIPTION

10.91      Bail entre SCI et Inter Parfums, S.A. [Original in French]
10.91.1    Lease between SCI and Inter Parfums, S.A. [English Translation
             Version]
10.92      Third Modification of Lease dated June 17, 2002 between Metropolitan
             Life Insurance Company, and Jean Philippe Fragrances, LLC

(b)   We filed the following Current Reports on Form 8-K

           (1) Date of event - 21 May 2002, reporting Item 2; and
           (2) Date of event - 29 May 2002, reporting Item 5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the 8th day of August 2002.

                                               INTER PARFUMS, INC.

                                      By:      /s/ RUSSELL GREENBERG
                                         ----------------------------------
                                               Russell Greenberg,
                                               Executive Vice President and
                                               Chief Financial Officer

                                     Page 14


<PAGE>


                      INTER PARFUMS, INC. AND SUBSIDIARIES

                                  CERTIFICATION

         Each of the undersigned hereby certifies, in accordance with 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in
his capacity as an officer of Inter Parfums, Inc. that the Quarterly Report of
Inter Parfums, Inc. on Form 10-Q for the period ended June 30, 2002, fully
complies with the requirements of Section 13(a) of the Securities Exchange Act
of 1934 and that the information contained in such report fairly presents, in
all material respects, the financial condition and results of operation of Inter
Parfums, Inc.

Date: August 8, 2002                         By: /s/ JEAN MADAR
                                                 --------------
                                                 Jean Madar
                                                 Chief Executive Officer


Date: August 8, 2002                         By: /s/ RUSSELL GREENBERG
                                                 ---------------------
                                                 Russell Greenberg
                                                 Executive Vice President,
                                                 Chief Financial Officer and
                                                 Principal Accounting Officer





                                     Page 15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.91
<SEQUENCE>3
<FILENAME>c25305_ex10-91.txt
<TEXT>


Exhibit 10.91




                       BAIL DE 6 ANS A USAGE D'HABITATION





                             ENTRE LES SOUSSIGNES :






                   S.C.I. DU 4/6 ROND-POINT DES CHAMPS ELYSEES


                                       ET


                              SOCIETE INTER PARFUMS


                                     ADRESSE


                        4/6 ROND-POINT DES CHAMPS ELYSEES
                                   75008 PARIS


<PAGE>

IMMEUBLE               4/6 rond-point des Champs Elysees
                       75008 PARIS

LOCATION N(DEGREE)     1040.01.12.5

DUREE                  DIX-SEPT JOURS UN MOIS ET SIX ANS

A COMPTER DU           QUINZE MAI DEUX MIL UN



                                 BAIL DE SIX ANS

ENTRE LES SOUSSIGNES :

- Societe Civile Immobiliere du 4/6 rond-point des Champs Elysees ,

Representee par : DAUCHEZ,  Administrateurs de Biens,  Societe Anonyme ayant son
siege social 132 boulevard Haussmann 75008 PARIS.

Titulaire de la carte  professionnelle  n(degree) G 989 garantie par la SOCAMAB,
18 rue Beaurepaire  PARIS 10eme,  ladite societe  representee par Madame Mabe LE
CHATELIER.

                                       ci-apres denommee le Bailleur, d'une part


ET

- Societe INTER PARFUMS,  S.A. au capital de 60.755.620 Francs,  immatriculee au
Registre  du Commerce et des  Societes de PARIS sous le  n(degree)B  350 219 382
dont le siege social est situe 4/6 rond-point des Champs Elysees 75008 PARIS,

Et represente par Monsieur Philippe BENACIN,  en qualite de  President-Directeur
General.

                                      Ci-apres denommee le Preneur, d'autre part



Le bailleur  fait bail et donne a loyer a la Societe  INTER  PARFUMS qui accepte
les locaux  dependant d'un immeuble sis a PARIS 8eme - 4/6 rond point des Champs
Elysees et ci-dessous designes :


<PAGE>

A)   CONSISTANCE ET DESIGNATION :

     Un appartement situe au 5eme etage gauche compose de :

     -   Une entree, un sejour,  une salle a manger,  degagement trois chambres,
         une cuisine meublee, deux salles de bains completes avec baignoire
     -   douche et W.C. et un W.C..
     -   Deux caves n(degree) 1 et 5, - Une chambre de service n(degree) 20.

B)   EQUIPEMENTS PRIVATIFS :

Suivant etat des lieux dont le cout sera regle entierement par le locataire, qui
sera annexe ulterieurement.

En cas de conge donne par le preneur, il sera etabli un etat des lieux de sortie
dont le cout sera, egalement, regle entierement par le locataire.

C)   EQUIPEMENTS COMMUNS :

     -   Digicode,
     -   Tapis,
     -   Ascenseur.

     Tels que lesdits lieux existent dans leur etat actuel, le preneur declarant
     les bien connaitre pour les avoir visites.


                                      DUREE

Le present  bail est consenti et accepte  pour une duree de DIX-SEPT  JOURS,  UN
MOIS ET SIX ANS,

     -   A compter du QUINZE MAI DEUX MIL UN
     -   Pour expirer le TRENTE JUIN DEUX MIL SEPT


                                   RESILIATION

Toutefois,  les  parties  pourront  resilier  le  contrat  dans  les  conditions
suivantes :

1)   LE PRENEUR :

A condition  de prevenir  le  bailleur de son  intention,  trois mois au moins a
l'avance,  soit par notification par lettre  recommandee avec avis de reception,
soit par signification par acte d'Huissier de Justice.

<PAGE>

En cas de preavis  donne en cours de mois,  le delai de preavis  prendra effet a
compter du premier jour du mois suivant la reception de la lettre recommandee ou
de l'acte d'Huissier de Justice.


<PAGE>

2)   LE BAILLEUR :

A l'expiration du bail, a condition de prevenir le preneur de son intention, six
mois au moins a l'avance, soit par notification par lettre recommandee, soit par
signification par acte d'Huissier de Justice.

A defaut de conge, le bail se renouvellera  par tacite  reconduction de trois en
trois mois et la  bailleur  pourra  donner  conge en  respectant  les  modalites
prevues au precedent paragraphe.


                                   DESTINATION

Les lieux  loues sont  destines a l'usage  exclusif  d'habitation,  pour y loger
certains membres du personnel de la Societe INTER PARFUMS, de ses filiales ou de
sa maison mere,  l'exercice de tout commerce ou industrie,  de toute profession,
meme liberale, etant formellement interdit.


                            CONDITIONS PARTICULIERES

CHAUFFAGE INDIVIDUEL - EAU CHAUDE (GAZ)

LE PRENEUR EST TENU DE SOUSCRIRE UN CONTRAT D'ENTRETIEN.

Il existe  dans les lieux loues une  installation  de  chauffage  central au gaz
assurant  egalement la fourniture de l'eau chaude.  Le preneur est tenu de faire
entretenir  regulierement  et,  au moins  une fois  par an,  par une  entreprise
qualifiee, la chaudiere de chauffage central, les canalisations,  les radiateurs
et leurs  robinets,  les  chauffe-eau ou  chauffe-bains  qui sont, ou pourraient
etre, installes dans l'appartement, les tuyaux d'evacuation et les prises d'air.


ASCENSEURS

Le preneur ne pourra  utiliser les ascenseurs  pouvant  exister dans  l'immeuble
qu'a ses risques et perils.

L'usage  de  l'ascenseur  desservant  le grand  escalier  est  interdit  a toute
personne devant  emprunter  l'escalier de service ; il est de meme interdit pour
monter des colis ou ballots quelconques.

Toute personne faisant usage de ces appareils devra se conformer strictement aux
indications  donnees par  l'entreprise  assurant  l'entretien de cet appareil et
affichees a cet effet.


<PAGE>

L'usage des ascenseurs est absolument interdit aux enfants non accompagnes.

Le bailleur decline toute responsabilite quant aux accidents pouvant resulter de
l'usage  des  ascenseurs,  ainsi  que des  arrets  qui  pourraient  se  produire
independamment de son fait ou necessites par l'entretien des appareils.


CHAMBRE - CAVES

Le bailleur se reserve la possibilite de reprendre la ou les chambres de service
et la ou les caves faisant partie de la presente location pour les remplacer par
d'autres equivalentes et en bon etat dans l'immeuble.


                          AUTRE CONDITION PARTICULIERE

Le preneur  etant une personne  morale,  la location  n'est pas soumise aux lois
n(degree)  86 1290 du 23 decembre  1986 et  n(degree)  89-462 du 6 juillet  1989
modifiee par la loi n(degree) 94 624 du 21 juillet 1994.


                                      LOYER

Le present  bail est  consenti et accepte  moyennant  un loyer  annuel fixe a la
somme de  CINQUANTE  ET UN MILLE HUIT CENT TRENTE  DEUX EUROS ET  SOIXANTE  SEPT
CENTIMES  (51.832,67  Euros) soit Trois cent  quarante  mille Francs (340 000,00
Francs),

-    Payable par mois et d'avance.
-    Au domicile du bailleur ou de son representant.

Le preneur est tenu  d'acquitter  en meme temps que le loyer le montant du droit
de bail ou tout autre impot ou taxe qui lui sera substitue.


<PAGE>

                                REVISION DU LOYER

Pendant le cours du present bail, le loyer  ci-dessus fixe sera  automatiquement
modifie le premier  juillet de chaque annee et pour la premiere  fois le premier
juillet 2002 en proportion des variations de la moyenne sur quatre trimestres de
l'indice du cout de la construction (I.C.C.) publie par l'INSEE, sans qu'il soit
necessaire de proceder a une quelconque notification.

L'indice  de base a  retenir  est  celui  resultant  de la  moyenne  sur  quatre
trimestres, publiee, pour le quatrieme trimestre 2000, soit 1 098,00 .

L'indice servant au calcul de chaque  modification  periodique sera celui publie
au titre du meme trimestre de chaque annee.

Dans  le  cas  ou,  par  voie  legislative  ou  reglementaire,  il  serait  fait
obligation, pour la revision du loyer des contrats de location d'habitation ou a
usage mixte  professionnel et d'habitation,  de se referer a un autre indice, ce
dernier serait substitue de plein droit a l'indice  contractuel  ci-dessus.  Les
periodicites et modes de revision resteront inchanges.

Les  parties  reconnaissent  que  ladite  clause de  revision  est la  condition
essentielle du present bail sans laquelle celui-ci n'aurait pas ete consenti.


                                     CHARGES

En sus de son loyer en principal, le preneur s'oblige a rembourser sa quote-part
des  charges  recuperables  telles  qu'elles  sont  fixees par les  dispositions
legales ou reglementaires  notamment : taxes municipales,  eclairage des parties
communes,  fournitures  d'entretien  de l'immeuble,  consommation  d'eau froide,
antenne collective de television et les trois-quarts du salaire de la concierge,
accessoires  et charges  sociales  correspondantes.  Il  remboursera en outre sa
quote-part  concernant  l'entretien du tapis, les depenses de  fonctionnement et
d'entretien de l'ascenseur.

Cette  quote-part  pourra etre  modifiee par voie  contractuelle,  judiciaire ou
legale.

Le preneur  versera  une  provision  annuelle  de 4 774,70  Euros soit 31 320,00
Francs pour la premiere annee, la regularisation s'effectuera en fin d'exercice.


<PAGE>

                            MONTANT DEPOT DE GARANTIE

Le preneur a verse au bailleur la somme de HUIT MILLE SIX CENT TRENTE HUIT EUROS
ET SOIXANTE-DIX-HUIT CENTS (8 638,78 Euros) soit Cinquante six mille six cent
soixante six Francs et soixante sept centimes (56 666,67 F) qui ne sera pas
productive d'interets et qui lui sera restituee dans les deux mois a compter de
la date pour laquelle le conge aura ete accepte, deduction faite des sommes qui
pourraient etre dues par le preneur au bailleur, notamment pour reparations, ou
dont le bailleur pourrait etre rendu responsable du fait du preneur.

Ce depot de garantie ne sera en aucun cas imputable sur les loyers et les
accessoires dus.


                                 PIECES ANNEXES

Le preneur reconnait avoir recu du bailleur :

-    Detail des charges de l'exercice 1999,
-    Plan de l'appartement,
-    Liste des charges recuperables,
-    Liste relative a l'entretien et aux reparations locatives.


                       CONDITIIONS PARTICULIERES [Omitted]

Fait en autant d'exemplaires que de parties a Paris.
Le 3 Moi 2001
<< Lu et Approuve >>

/s/ Philippe Benacin

/s/ RB Chatelier

Seal : Dauchez
Administrateur de Biens
132 Boulevard Haussman
75008 Paris

                              CHARGES RECUPERABLES
                   DECRET NO. 87-713 DU 26 AOUT 1987 [Omitted]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.91.1
<SEQUENCE>4
<FILENAME>c25305_ex1091-1.txt
<TEXT>

EXHIBIT 10.91.1

                                     DAUCHEZ

               6-YEAR LEASE FOR PREMISES TO BE USED AS A DWELLING





                            BETWEEN THE UNDERSIGNED:


                   S.C.I. OF 4/6 ROND-POINT DES CHAMPS ELYSEES

                                       and

                              SOCIETE INTER PARFUMS

                                    ADDRESS:

                        4/6 ROND-POINT DES CHAMPS ELYSEES
                                   75008 PARIS

                             132 Boulevard Haussmann
                                   75008 Paris

<PAGE>


BUILDING:         4/6 ROND-POINT DES CHAMPS ELYSEES
                  75008 PARIS

LOCATION No.:     1040.01.12.5

DURATION:         SEVENTEEN DAYS, ONE MONTH AND SIX YEARS

STARTING WITH:    MAY FIFTEENTH TWO THOUSAND AND ONE


                                 SIX-YEAR LEASE
                                 --------------

                             BETWEEN THE UNDERSIGNED

- SOCIETE CIVILE IMMOBILIERE DU 4/6 ROND-POINT DES CHAMPS ELYSEES,

represented by: DAUCHEZ, Administrateurs de Biens, Societe Anonyme,
headquartered at 132 boulevard Haussmann 75008 Paris

Holder of professional license No. G989, guaranteed by SOCAMAB, 18 Rue
Beaurepaire, 10th district of Paris, represented by Mrs. Mahe LE CHATELIER

                          hereinafter referred to as the Lessor, on the one hand

AND

- SOCIETE INTER PARFUMS, S.A. with a capital of 60,755,620 francs, entered in
the Register of Commerce and Companies of Paris under No. B.350 219 382 with
headquarters at 4/6/ Rond-Point des Champs Elysees 75008 Paris

and represented by Mr. Philippe BENACIN, as Chief Executive officer

                        hereinafter referred to as the Lessee, on the other hand

Lessor leases and offers to lease to the SOCIETE INTER PARFUMS which accepts the
premises of a building located in the 8TH DISTRICT OF PARIS AT 4/6 ROND-POINT
DES CHAMPS ELYSEES and designated hereinafter;

A)   MAKEUP AND DESIGNATION:

     - An apartment located on the left side of the 5th floor consisting of:

     An entrance, a living room, a dining room, a hall, three rooms, a kitchen,
     two full bathrooms with tub - shower and toilet, one toilet.

<PAGE>


     - Two cellars 1 and 5;
     - One service room No. 20.

B)   PRIVATE EQUIPMENT

According to the condition report of the premises the cost of which will be paid
in full by lessee, which will be attached subsequently.

In the event that lessee gives notice, a condition report of the premises will
be prepared; its cost will also be borne in full by the tenant.

C)   COMMON EQUIPMENT

     - Digicode
     - Rug
     - Elevator

Premises "as is" of which lessee states to be well informed after having visited
them.

                                    DURATION
                                    --------

This lease is granted and accepted for a duration of SEVENTEEN DAYS, ONE MONTH
AND SIX YEARS,

- starting from:           MAY FIFTEENTH TWO THOUSAND AND ONE
- ending on:               JUNE THIRTIETH TWO THOUSAND AND SEVEN

                                  CANCELLATION
                                  ------------

However, the parties shall be able to cancel the contract under the following
conditions:

1.   LESSEE

Provided lessor is notified of its intent, at least three months in advance
through registered letter with return receipt, or by notice delivered by the
court's process server.

In the event notice is given in the course of a month, the notice period will
start to run on the first day of the month following receipt of the registered
letter or of the process server's notice.

2.   LESSOR

Upon expiration of the lease, provided lessee is notified of its intent, at
least six months in advance, either by registered letter or by notice delivered
by the court's process server.

                                       2
<PAGE>


If no notice is given, the lease will be renewed tacitly for three months at a
time and lessor can give notice by complying with the terms and conditions set
forth in the preceding paragraph.

                                     PURPOSE
                                     -------

The leased premises are to be used exclusively as a dwelling, FOR THE PURPOSE OF
LODGING CERTAIN MEMBERS OF PERSONNEL OF THE SOCIETE INTER PARFUMS, ITS
AFFILIATES OR PARENT COMPANY; engaging in any business or industry, any
profession, even an independent profession, shall be officially prohibited.

X

                               SPECIAL CONDITIONS


                               SPECIAL CONDITIONS
                               ------------------

INDIVIDUAL HEATING - HOT WATER (GAS)

LESSEE SHALL UNDERWRITE A MAINTENANCE CONTRACT.

At the leased premises, there is a gas operated central heating facility that
also provides hot water. At least once a year, lessee shall regularly maintain,
using a qualified service, the central heating boiler, the piping, radiators and
their faucets, water heaters or bath heaters which are, or may be, installed in
the apartment, the discharge piping and the air intakes.

ELEVATORS

Lessee shall use the elevators that might be present in the building at its own
risk.

Use of the elevator serving the main hall shall be prohibited to all personnel
that must use the service stairs; it is also prohibited to move any boxes or
crates using these elevators.

Any person using this equipment shall strictly comply with the guidelines given
by the service that maintains such equipment and which are posted for such
purposes.

It is absolutely forbidden for unaccompanied children to use the elevators.

Lessor declines any liability involving accidents that might result from the use
of the elevators as well as from the interruption of service that might take
place beyond its control or as required by the maintenance of such equipment.

                                       3
<PAGE>


ROOM - CELLARS

Lessor reserves the right to take over the service room(s) and the cellar(s)
that are presently part of this premise and to replace them with other
equivalent ones in good condition in the building.

                             OTHER SPECIAL CONDITION
                             -----------------------

Since lessee is a company, the lease is not subject to the laws no. 86-1290
dated December 23, 1986 and No. 89-462 dated July 6, 1989 amended by law No.
94-624 dated July 21, 1994.

                                      RENT
                                      ----

This lease is granted and accepted against an annual rent of FIFTY ONE THOUSAND
EIGHT HUNDRED AND THIRTY TWO EUROS AND SIXTY-SEVEN CENTS (51,832.67 EUROS) or
THREE HUNDRED AND FORTY-THOUSAND FRANCS (340,000.00 FRANCS).

          - payable ONE MONTH IN ADVANCE
          - at the lessor's or its representative's domicile.

At the time of paying the rent, lessee shall also pay the lease fee or any other
tax that might replace it.

                                  RENT REVISION
                                  -------------

During this lease, said rent shall automatically be modified on the FIRST OF
JULY of each year and for the first time on JULY FIRST 2002 in proportion to the
variations of the average over four quarters of the construction cost index
published by INSEE without it being necessary to give with any notice.

The basic index to consider is the one of the average for the four quarters,
published for the FOURTH QUARTER of 2000, this being 1,098.00.

The index used to calculate each periodic modification shall be the one
published for the same quarter of each year.

In the event that through legislative or regulatory way, there is a need to
consult another index to review the rent of dwelling rental contracts or used
for a mixed professional and dwelling purpose, the latter shall replace the
above contractual index outright. The periods and the revision methods shall
remain unchanged.

The parties acknowledge that said revision clause is the essential condition of
this lease without which it would not have been granted.

                                       4
<PAGE>


                                     CHARGES
                                     -------

In addition to the principal rent, lessee shall reimburse its portion of the
recoverable charges as they are determined by the legal or regulatory
provisions, namely: municipal taxes, lighting of the common parts, maintenance
supplies for the building, cold water consumption, collective TV hookup and
three-quarters of the concierge's salary, accessories and the applicable social
benefits. Moreover, it shall reimburse its portion for carpet maintenance,
expenses related to operation and maintenance of the elevator.

This portion may be modified contractually, judicially or legally.

Lessee shall pay an annual amount of 4,774.70 euros or 31,320.00 francs for the
first year; payment shall take place at the end of the fiscal year.

                                SECURITY DEPOSIT

Lessee shall pay lessor EIGHT THOUSAND SIX HUNDRED AND THIRTY EIGHT EUROS AND
SEVENTY EIGHT CENTS )( 8,638.79 EUROS) or FIFTY-SIX THOUSAND SIX HUNDRED AND
SIXTY-SIX FRANCS AND SIXTY-SEVEN CENTS (56,666.67 F) that shall not earn
interest and which will be returned within two months from the date when notice
has been accepted, less the amounts that may be due by lessee to lessor, such as
for repairs, or for which lessor might be held responsible by virtue of lessee.

This security deposit shall under no circumstance be assignable to the rents and
accessories due.

                                   ATTACHMENTS

Lessee acknowledges to have received from lessor:

- a breakdown of the charges for fiscal year 1999
- apartment layout
- list of recoverable charges
- list for maintenance and premise repairs.

                          GENERAL CONDITIONS [omitted]

May 3, 2001

"Read and approved"
/s/ Philippe Benacin

/s/ RB Chatelier
Seal:  Dauchez
       Administrateur de Biens
       132 Boulevard Haussmann
       75008 Paris

                                       5
<PAGE>


                               RECOVERABLE CHARGES
                     Decree No. 87-713 dated August 26, 1987
                                    [Omitted]


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.92
<SEQUENCE>5
<FILENAME>c25305_ex10-92.txt
<TEXT>


Exhibit 10.92

                           THIRD MODIFICATION OF LEASE
                           ---------------------------

     Third  Modification  of Lease  ("Agreement")  made  June 17 , 2002  between
Metropolitan Life Insurance Company, a New York corporation having its principal
place of business at One Madison Avenue,  New York, New York 10010  ("Landlord")
and Jean Philippe  Fragrances,  LLC, a New York limited liability company having
an office at 551 Fifth Avenue, New York, New York 10176 ("Tenant").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, Landlord and Tenant (by its predecessor-in-interest, Jean Philippe
Fragrances,  Inc.) heretofore entered into a certain written lease dated January
13,  1992,  as amended by  Modification  of Lease dated June 17, 1994 and Second
Modification of Lease dated April 30, 1997  (collectively,  the "Lease") wherein
and whereby  Landlord  leased to Tenant,  and Tenant hired from Landlord,  those
certain  premises (the "demised  premises") as shown on the plans annexed to the
Lease as  "Exhibit  A" thereto on the 15th  floor in the  building  known as 551
Fifth Avenue, New York, New York 10176 (the "Building"),  which demised premises
Landlord and Tenant agree contains 9,000 rentable square feet; and

     WHEREAS,  the  term of the  Lease is due to  expire  October  31,  2002 and
Landlord  and Tenant  wish to again  modify the Lease,  subject to the terms and
conditions  hereinafter set forth,  to, INTER ALIA, again extend the term of the
Lease; and

     WHEREAS, the Lease is in full force and effect; and

     WHEREAS,  Landlord  and  Tenant  desire  to modify  the  Lease  only in the
respects hereinafter stated.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
hereinafter  contained,  the parties  hereto by these  presents do covenant  and
agree as follows:

1.   All capitalized  terms used herein without  definition are used herein with
the meanings  assigned to such terms in the Lease,  unless the context otherwise
requires.

2.   The term of the  Lease  is  hereby  extended  to  February  28,  2013  (the
"Additional Extension Period").

3.A. Effective November 1, 2002,  Tenant's annual rent shall be amended to be as
follows:  (i) from and including  November 1, 2002 through and including October
31, 2007,  Three  Hundred  Twenty Two  Thousand  Four  Hundred  Seventy  Dollars
($322,470.00)   per  annum  which  amount  shall  include  the  annual  cost  of
electricity supplied by Landlord to the

<PAGE>


demised  premises on a rent inclusion  basis of Twenty Two Thousand Five Hundred
Dollars  ($22,500.00)  per annum,  the  "Additional  Extension  Period  Electric
Charge";  and thereafter,  (ii) from and including  November 1, 2007 through and
including the end of the term of the Lease, as modified by this Agreement, Three
Hundred Fifty Eight  Thousand Four Hundred  Seventy  Dollars  ($358,470.00)  per
annum,  which amount shall  include the  Additional  Extension  Period  Electric
Charge.

B.   Notwithstanding  the foregoing,  Landlord agrees to waive to the collection
of annual rent and  additional  rent for "Real  Estate  Taxes"  (Article 35) and
"Operating  Expenses"  (Article  36), but not the  Additional  Extension  Period
Electric  Charge,  for period from and  including  November 1, 2007  through and
including February 28, 2008.

C.   Effective November 1, 2002, (i) Tenant's "Base Tax Year" (Article 35) shall
be amended to be the fiscal tax year of the City of New York  commencing July 1,
2002 and ending June 30, 2003;  (ii) Tenant's "Base Operating  Period"  (Article
36) shall be amended to be the calendar  year  commencing  January 1, 2003;  and
(iii) Tenant's  proportionate share for Real Estate Taxes and Operating Expenses
shall be 2.11 percent.

4.   Inasmuch as Tenant  currently  occupies  the demised  premises and is fully
aware of the condition thereof,  Tenant agrees to accept the demised premises in
the  condition  which it exists on the  first  day of the  Additional  Extension
Period.  Further, Tenant understands and agrees that no materials whatsoever are
to be  furnished  by  Landlord  and no work  whatsoever  is to be  furnished  by
Landlord in connection  with the demised  premises or any part thereof nor shall
any construction or tenant improvement allowance be provided by Landlord.

5.   Tenant  represents  and warrants to Landlord that it has not dealt with any
real  estate  agents or brokers in  connection  with this  Agreement  other than
Insignia/ESG,  Inc. ("IESG") whose fees, if any, Landlord agrees to pay and that
this   Agreement  was  not  brought  about  or  procured   through  the  use  or
instrumentality  of any other agent or broker.  Tenant  covenants  and agrees to
indemnify and hold Landlord harmless from any and all claims for commissions and
other  compensation  made by any agent or agents  and/or any broker or  brokers,
other than IESG,  based on any dealings  between  Tenant and any agent or agents
and/or  broker or  brokers,  together  with all costs and  expenses  incurred by
Landlord in resisting such claims,  including,  without  limitation,  reasonable
attorneys' fees.

7.   Except  as  modified  by this  Agreement,  the  Lease  and  all the  terms,
covenants,  conditions,  provisions,  and  agreements  thereof are hereby in all
respects ratified, confirmed, and approved.

8.   The Lease, as modified by this Agreement contains the entire  understanding
between  the  parties.  No  other  representations,   warranties,  covenants  or
agreements have been made.

                                       2
<PAGE>


9.   This  Agreement  may not be changed  orally,  but only by an  agreement  in
writing  signed by the party  against whom  enforcement  of any waiver,  change,
modification or discharge is sought.

10.  This  Agreement  shall be  binding  upon,  and inure to the  benefit of the
parties hereto, their respective legal  representatives,  successors and, except
as  otherwise  provided  in the  Lease  as  modified  by this  Agreement,  their
respective assigns.

11.  The  submission  of this  Agreement  to Tenant shall not be construed as an
offer,  nor shall Tenant have any rights with respect  hereto,  unless and until
Landlord shall execute a copy of this Agreement and deliver the same to Tenant.

         IN WITNESS WHEREOF, the parties hereto have respectively  executed this
Agreement as of the day and year first above written.

                                            Landlord:
                                            Metropolitan Life Insurance Company

                                            By: /s/ KATHRYN L. CAMPBELL
                                                -----------------------
                                                    Kathryn Campbell, Director

                                            Tenant:
                                            Jean Philippe Fragrances, LLC

                                            By: /s/ RUSSELL GREENBERG
                                                ---------------------
                                                    Executive Vice President


                                       3

</TEXT>
</DOCUMENT>
</SUBMISSION>
