EXHIBIT a(b)

                                 AMENDMENT NO. 1
                             TO AMENDED AND RESTATED
                      AGREEMENT AND DECLARATION OF TRUST OF
                         AIM INTERNATIONAL MUTUAL FUNDS

                  This Amendment No. 1 to the Amended and Restated Agreement and
Declaration of Trust of AIM International Mutual Funds (this "Amendment")
amends, effective as of December 10, 2003, the Amended and Restated Agreement
and Declaration of Trust of AIM International Mutual Funds (the "Trust") dated
as of June 11, 2003, as amended (the "Agreement").

                  Under Section 9.7 of the Agreement, this Amendment may be
executed by a duly authorized officer of the Trust.

                  NOW, THEREFORE, the Agreement is hereby amended as follows:

         1.       Schedule A of the Agreement is hereby amended and restated to
read in its entirety as set forth on Exhibit 1 to this Amendment.

         2.       All references in the Agreement to "this Agreement" shall mean
the Agreement as amended by this Amendment.

         3.       Except as specifically amended by this Amendment, the
Agreement is hereby confirmed and remains in full force and effect.

         IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of December 10, 2003.

                                                By: /s/ Robert H. Graham
                                                   ____________________________
                                                Name: Robert H. Graham
                                                Title: President





                          EXHIBIT 1 TO AMENDMENT NO. 1
                                       TO
                              AMENDED AND RESTATED
                       AGREEMENT AND DECLARATION OF TRUST
                        OF AIM INTERNATIONAL MUTUAL FUNDS

                                   "SCHEDULE A

                         AIM INTERNATIONAL MUTUAL FUNDS
                         PORTFOLIOS AND CLASSES THEREOF



PORTFOLIO                                   CLASSES OF EACH PORTFOLIO
---------                                   -------------------------
                                         
AIM Asia Pacific Growth Fund                Class A Shares
                                            Class B Shares
                                            Class C Shares
                                            Institutional Class Shares

AIM European Growth Fund                    Class A Shares
                                            Class B Shares
                                            Class C Shares
                                            Class R Shares
                                            Institutional Class Shares
                                            Investor Class Shares

AIM Global Aggressive Growth Fund           Class A Shares
                                            Class B Shares
                                            Class C Shares
                                            Institutional Class Shares

AIM Global Growth Fund                      Class A Shares
                                            Class B Shares
                                            Class C Shares
                                            Institutional Class Shares

INVESCO International Core Equity Fund      Class A Shares
                                            Class B Shares
                                            Class C Shares
                                            Class R Shares
                                            Institutional Class Shares
                                            Investor Class Shares

AIM International Growth Fund               Class A Shares
                                            Class B Shares
                                            Class C Shares
                                            Class R Shares
                                            Institutional Class Shares"


                                      A-1