EXHIBIT e(2)


                                 AMENDMENT NO. 1
                       TO THE SECOND AMENDED AND RESTATED
                          MASTER DISTRIBUTION AGREEMENT

                       (CLASS A SHARES AND CLASS C SHARES)

        The Second Amended and Restated Master Distribution Agreement (the
"Agreement"), dated July 1, 2000, by and between AIM International Funds, Inc.,
a Maryland corporation, and A I M Distributors, Inc., a Delaware corporation, is
hereby amended as follows:

        1.        The following paragraph is added at the end of Section
        FOURTH: (A):

                  "The public offering price of the Institutional Class shares
        of the Company shall be the net asset value per share. Net asset value
        per share shall be determined in accordance with the provisions of the
        then current Institutional Class shares' prospectus and statement of
        additional information."

        2.        Appendix A to the Agreement is hereby deleted in its entirety
        and replaced with the following:

                                   "APPENDIX A
                                       TO
                           SECOND AMENDED AND RESTATED
                          MASTER DISTRIBUTION AGREEMENT
                                       OF
                          AIM INTERNATIONAL FUNDS, INC.



CLASS A SHARES
--------------

AIM Asian Growth Fund
AIM European Development Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM International Equity Fund

CLASS C SHARES
--------------

AIM Asian Growth Fund
AIM European Development Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM International Equity Fund





INSTITUTIONAL CLASS SHARES
--------------------------

AIM International Equity Fund"



     All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.

Dated: March 15, 2002

                                             AIM INTERNATIONAL FUNDS, INC.


Attest: /s/ P. MICHELLE GRACE                By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
       Assistant Secretary                      Robert H. Graham
                                                President



                                             A I M DISTRIBUTORS, INC.


Attest: /s/ P. MICHELLE GRACE                By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
       Assistant Secretary                      Michael J. Cemo
                                                President




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