SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)

October 28, 2004
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as Specified in Charter)

New York
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(State or Other Jurisdiction of Incorporation)

1-4858
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(Commission File Number)

13-1432060
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(I.R.S. Employer Identification Number)

521 West 57th Street, New York, New York
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(Address of Principal Executive Offices)

10019
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Registrant’s telephone number, including area code

(212) 765-5500
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02 Results of Operations and Financial Condition

Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release of International Flavors & Fragrances Inc. (“IFF”) dated October 28, 2004 reporting IFF’s financial results for the third quarter and nine months ended September 30, 2004.

The discussion of the Company’s historical results and its commentary regarding expected future results include and, where indicated, exclude the impact of sales and operating results atributable to certain non-core businesses, the impact of certain restructuring and other charges recorded in 2004 and 2003, and the effects of exchange rate fluctuations. Such information is supplemental to information presented in accordance with generally accepted accounting principles (GAAP) and is not intended to represent a presentation in accordance with GAAP. In discussing its historical and expected future results and financial condition, the Company believes it is meaningful for investors to be made aware of and to be assisted in a better understanding of, on a period-to-period comparative basis, the impact of sales and operating results attributable to the businesses disposed of, the relative impact of the restructuring and other charges, and ongoing exchange rate fluctuations on the Company’s operating results and financial condition. The Company believes that this additional non-GAAP information provides investors with an overall perspective of the period-to-period performance of the Company’s core business. In addition, management internally reviews each of these non-GAAP financial measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends and expected future performance with respect to its core continuing business.

Item 9.01 Financial Statements and Exhibits

(c)

Exhibits

99.1

Press Release of International Flavors & Fragrances Inc., dated October 28, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 27, 2004

INTERNATIONAL FLAVORS & FRAGRANCES INC.

By:       /s/ Douglas J. Wetmore
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Name:  Douglas J. Wetmore
Title:    Senior Vice President and Chief
             Financial Officer

EXHIBIT INDEX

Exhibit No.

Description