EXHIBIT b(b)


                               FIRST AMENDMENT TO

                    BYLAWS OF AIM INTERNATIONAL MUTUAL FUNDS
                          (A DELAWARE STATUTORY TRUST)

                            ADOPTED NOVEMBER 6, 2003

         The Bylaws of AIM International Mutual Funds are hereby amended as
         follows:

         WHEREAS, the Board of Trustees has determined that it is in the best
         interests of AIM International Mutual Funds that the following
         amendment be made to the Bylaws of AIM International Mutual Funds;

         NOW THEREFORE BE IT RESOLVED, that Article II, Section 5(a), of the
         Bylaws of AIM International Mutual Funds is hereby amended to read in
         its entirety as follows:

                  Section 5. Designation, Powers, and Names of Committees.

                  (a) The Board of Trustees shall initially have the following
                  four committees: (1) an Audit Committee; (2) a Governance
                  Committee; (3) an Investments Committee; and (4) a Valuation
                  Committee. Each such Committee, except for the Governance
                  Committee, shall consist of two or more of the Trustees of the
                  Trust and the Governance Committee shall consist of one or
                  more of the Trustees of the Trust, and the Board may designate
                  one or more Trustees as alternate members of any Committee,
                  who may replace any absent or disqualified member at any
                  meeting of such Committee; provided, however, that under no
                  circumstances shall a member of the Audit Committee or the
                  Governance Committee be an "interested person," as such term
                  is defined in the 1940 Act, of the Trust. The Board shall
                  designate the powers and duties of each such Committee and may
                  terminate any such Committee by an amendment to these Bylaws.