S-8

As filed with the Securities and Exchange Commission on August 29, 2006

Registration No. 333- ______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement Under The

Securities Act of 1933

INTER PARFUMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	13-3275609
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

551 Fifth Avenue

New York, New York 10167

212.983.2640

(Address of Principal Executive Offices)

2004 Stock Option Plan

(Full Title of the Plans)

Russell Greenberg, Chief Financial Officer

Inter Parfums, Inc.

551 Fifth Avenue

New York, New York 10167

212.983.2640

(Name and Address of Agent For Service)

Copy to:

Joseph A. Caccamo, Esq.

GrayRobinson, P.A.

401 East Las Olas Boulevard

Suite 1850

Ft. Lauderdale, Florida 33301

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
Common Stock	811,100 shares	$16.335	$13,249,318	$1,417.68

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based on the average of the high and low sales prices of the registrant’s common stock on the Nasdaq Global Market on August 25, 2006.

(2) Computed in accordance with Section 6(b) of the Securities Act of 1933 by multiplying a registration fee of $107 per $1,000,000 of maximum offering price.

· Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers additional securities that may become issuable in accordance with the anti-dilution provisions applicable to the options exercisable for the common stock registered hereunder.

· Shares registered hereunder are, or may become, issuable in connection with the exercise of options granted under the registrant’s stock option plan.

EXPLANATORY NOTE

We have prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933 to register 811,100shares of common stock issuable on exercise of the stock options remaining to be granted under our 2004 Stock Option Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.Plan Information*

Item 2.Registration Information and Employee Plan Annual Information*

___________________

*Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with the “Note” to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Securities and Exchange Commission are incorporated herein by reference:

· Our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

· Our Quarterly Report on Form 10-Q for the period ended March 31, 2006.

· Our Quarterly Report on Form 10-Q for the period ended June 30, 2006.

· All documents that we file with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference into this prospectus from the date of the filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of common stock which are originally offered under the registration statement will be passed on for us by GrayRobinson, P.A., Ft. Lauderdale, Florida. Joseph A. Caccamo, Esq. of GrayRobinson, P.A., is a director of the Company, and is the record owner of options to purchase 12,000 shares of Common Stock, 8,000 of which are held as nominee for his former employer and 4,000 of which are held for GrayRobinson, P.A.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

As permitted by Section 145 of the Delaware General Corporation Law, Registrant’s Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

· for any breach of the director’s duty of loyalty to Registrant or its stockholders;

· for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;

· under Section 174 of the Delaware General Corporation Law regarding unlawful dividends and stock purchases; and

· for any transaction from which the director derived an improper personal benefit.

As permitted by the Delaware General Corporation Law, Registrant’s bylaws provide that:

· Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;

· Registrant may indemnify its other employees and agents to the extent that it indemnifies its officers and directors, unless otherwise required by law, its certificate of incorporation, its bylaws or agreements to which it is a party;

· Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and

· the rights conferred in the Bylaws are not exclusive.

Registrant maintains directors’ and officers’ liability insurance and intends to extend that coverage for public securities matters.

See also the undertakings set out in response to Item 9.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Number	Description
4.22(1)	2004 Stock Option Plan
4.23	Form of Nonqualified Stock Option Contract(filed herewith)
5.1	Opinion of GrayRobinson, P.A. (filed herewith)
23.1	Consent of GrayRobinson, P.A. (included in Exhibit 5.1)
23.2	Consent of Mazars LLP(filed herewith)
23.3	Consent of KPMG LLP (filed herewith)
24.1	Power of Attorney (included on signature page of this registration statement)

(1)Incorporated by reference to the Company's Definitive Proxy Material filed on June 23, 2004 (and contained as Exhibit A to the Definitive Proxy Statement).

Item 9. Undertakings.

A.The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.The undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 29thth day of August, 2006.

INTER PARFUMS, INC.
By:	/s/ Jean Madar
	Jean Madar, Chief Executive Officer

Each person whose signature appears below hereby appoints Jean Madar and Russell Greenberg, and both of them, either of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jean Madar	Chairman of the Board of Directors	August 29, 2006
Jean Madar	And Chief Executive Officer
/s/ Russell Greenberg	Chief Financial and Accounting Officer	August 29, 2006
Russell Greenberg	and Director
/s/ Philippe Benacin	Director	August 22, 2006
Philippe Benacin
/s/ Philippe Santi	Director	August 28, 2006
Philippe Santi
/s/ Francois Heilbronn	Director	August 28, 2006
Francois Heilbronn
/s/ Joseph A. Caccamo	Director	August 28, 2006
Joseph A. Caccamo
/s/ Jean Levy	Director	August 29, 2006
Jean Levy
	Director	________, 2006
Robert Bensoussan-Torres
/s/ Jean Cailliau	Director	August 28, 2006
Jean Cailliau
	Director	________, 2006
Serge Rosinoer
/s/ Patrick Choël	Director	August 22, 2006
Patrick Choël

EXHIBIT INDEX

Number	Description
4.22(1)	2004 Stock Option Plan
4.23	Form of Nonqualified Stock Option Contract(filed herewith)
5.1	Opinion of GrayRobinson, P.A. (filed herewith)
23.1	Consent of GrayRobinson, P.A. (included in Exhibit 5.1)
23.2	Consent of Mazars LLP(filed herewith)
23.3	Consent of KPMG LLP (filed herewith)
24.1	Power of Attorney (included on signature page of this registration statement)

(1)Incorporated by reference to the Company's Definitive Proxy Material filed on June 23, 2004 (and contained as Exhibit A to the Definitive Proxy Statement).

EX-5.1

Exhibit 5.1

Re:Registration Statement on Form S-8

Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration for public sale of up to 811,100 shares of common stock of Inter Parfums, Inc (“Common Stock”) issuable upon the exercise of stock options granted under the Company’s employee stock option plans and non-employee director stock option plans.

In connection therewith, we have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Certificate of Incorporation, as amended, and Bylaws of the Company; (b) resolutions of the Board of Directors and shareholders of the Company authorizing the adoption of such stock option plans; (c) the Registration Statement and the exhibits thereto; and (d) such other matters of law as we have deemed necessary for the expression of the opinion herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals of certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon. As to the various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.

Based upon and in reliance of the foregoing, we are of the opinion that the shares of Common Stock, when issued in accordance with the Company’s stock option plans referred to above and certain stock option agreements pursuant thereto, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,
	/s/ GrayRobinson, P.A.
	GrayRobinson, P.A.

EX-4.23

Exhibit 4.23FORM OF NONQUALIFIED STOCK OPTION CONTRACT

THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the __day of ____, ____, by and between INTER PARFUMS, INC., a Delaware corporation (the "Company") and _______ ("Optionee").

WITNESSETH:

1.The Company, in accordance with the resolutions adopted by the Stock Option Committee effective as of _____, and the terms and subject to the conditions of the Company’s ____ Stock Option Plan (the "2004 Plan"), hereby grants to the Optionee as of the date hereinabove set forth, a nonqualified option to purchase an aggregate of _____ shares (the "Shares") of the common stock, $.001 par value per share, of the Company (the "Common Stock"), at $_____ per share.

2.(a)The term of this option shall be five (5) years from the date hereof, subject to earlier termination as provided in the 2004 Plan.

(b)This option shall vest and become exercisable to purchase Shares as follows: [insert vesting provisions], so that each option shall become fully vested and exercisable on the ____ year from the date of grant.

(c)Subject to the vesting provisions in Section 2(b) above, this option may be exercised in whole or in part and from time to time as to the Shares but prior to the end of the term of the option, by giving written notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Optionee is exercising this nonqualified stock option, specifying the number of shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check, or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the discretion of the Committee.

3.This option shall not be exercisable at any time in an amount less that 100 Shares (or the remaining Shares then covered and purchasable under this option if fewer that 100 Shares). In no event may this option be exercised with respect to a fractional Share. In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.

4.Nothing in the 2004 Plan or herein shall confer upon the Optionee any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Optionee with the Company, its Parent or any of its Subsidiaries.

5.Notwithstanding anything to the contrary, if at any time the Board of Directors or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors or the Committee.

6.The Company and the Optionee further agree that they will both be subject to and bound by all of the terms and conditions of the 2004 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein. In the event the Optionee's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the event of the death or disability of the Optionee, the rights hereunder shall be governed by, and made subject to, the provisions of the 2004 Plan. In the event of a conflict between the terms of this Contract and the terms of the 2004 Plan, then in such event, the terms of 2004 Plan shall govern. Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2004 Plan.

7.This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee or his legal representatives.

8.The Optionee agrees that the Company may amend the 2004 Plan and the options granted to the Optionee under the 2004 Plan, subject to the limitations contained in the 2004 Plan.

9.This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Optionee's right hereunder.

10.This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.

INTER PARFUMS, INC.
By:
	Employee

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 under the Securities Act of 1933 of Inter Parfums, Inc. of (i) our report dated March 8, 2006 relating to the consolidated balance sheets of Inter Parfums, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in shareholders’ equity and comprehensive income, and cash flows for the years then ended and the related financial statement schedule and (ii) to our report dated March 8, 2006 on (a) management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and (b) the effectiveness of Inter Parfums, Inc. maintenance of internal controls over financial reporting as of December 31, 2005. Each report appears in the December 31, 2005 Annual Report on Form 10-K of Inter Parfums, Inc. We also consent to the reference to our firm under the heading “Experts” in the prospectus.

Mazars LLP

New York, New York

August 29, 2006

EX-23.3

EXHIBIT 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Inter Parfums, Inc.:

We consent to the incorporation by reference in this Inter Parfums, Inc. registration statement on Form S-8 of our report dated March 26, 2004, relating to the consolidated statements of income, changes in shareholders’ equity and comprehensive income and cash flows of Inter Parfums, Inc. and subsidiaries for the year ended December 31, 2003 and the related financial statement schedule, which report appears in the December 31, 2005 Annual Report on Form 10-K of Inter Parfums, Inc.

KPMG LLP

New York, New York

August 29, 2006