EXHIBIT e(3)


                                 AMENDMENT NO. 2
                       TO THE SECOND AMENDED AND RESTATED
                          MASTER DISTRIBUTION AGREEMENT

         (CLASS A SHARES, CLASS C SHARES AND INSTITUTIONAL CLASS 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 Class R Shares shall be the
         net asset value per share of the applicable Class R Shares. Net asset
         value per share shall be determined in accordance with the provisions
         of the then current prospectus and statement of additional information
         of the applicable Portfolio. The Distributor may establish a schedule
         of contingent deferred sales charges to be imposed at the time of
         redemption of the Shares, and such schedule shall be disclosed in the
         current prospectus of each Portfolio. Such schedule of contingent
         deferred sales charges may reflect variations in or waivers of such
         charges on redemptions of Class R Shares, either generally to the
         public or to any specified class of shareholders and/or in connection
         with any specified class of transactions, in accordance with applicable
         rules and regulations and exemptive relief granted by the Securities
         and Exchange Commission, and as set forth in the Portfolios' current
         prospectus(es). The Distributor and the Company shall apply any then
         applicable scheduled variation in or waiver of contingent deferred
         sales charges uniformly to all shareholders and/or all transactions
         belonging to a specified class."

         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

CLASS R SHARES
--------------

AIM European Development Fund
AIM International Equity Fund"



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

Dated:  ________________, 2002

                                                AIM INTERNATIONAL FUNDS, INC.


Attest:                                         By:
       --------------------------------            -----------------------------
       Assistant Secretary                         Robert H. Graham
                                                   President



                                                A I M DISTRIBUTORS, INC.


Attest:                                         By:
       --------------------------------            -----------------------------
       Assistant Secretary                         Michael J. Cemo
                                                   President




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