SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-Q

                      QUARTERLY REPORT UNDER SECTION 13 OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                    For Quarterly Period Ended March 31, 2007
                    -----------------------------------------

                          Commission file number 1-4858
                          -----------------------------

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

             (Exact name of registrant as specified in its charter)

              New York                                   13-1432060
- ----------------------------------         ------------------------------------
  (State or other jurisdiction of                      (IRS Employer
   incorporation or organization)                    Identification No.)

                 521 West 57th Street, New York, N.Y. 10019-2960
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (212) 765-5500

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during  the  preceding  twelve  months  (or for  such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [|X|] No [ ]

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer [X ] Accelerated filer [   ]  Non-accelerated filer [  ]

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12B-2 of the Exchange Act). Yes [ ] No [X]

Number of shares outstanding as of April 27, 2007:  89,253,457


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                           CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
                                   (Unaudited)


ASSETS                                                                                        3/31/07          12/31/06
- ----------------------------------------------------------------------------------------   -------------    -------------
                                                                                                          
Current Assets:
     Cash and cash equivalents                                                          $        83,205 $      114,508
     Short-term investments                                                                         527            604
     Trade receivables                                                                          413,101        369,870
     Allowance for doubtful accounts                                                            (12,922)       (12,715)
     Inventories:      Raw materials                                                            214,871        213,675
                       Work in process                                                           14,893         12,686
                       Finished goods                                                           215,440        220,245
                                                                                           -------------  -------------
                      Total Inventories                                                         445,204        446,606
     Deferred income taxes                                                                       75,566         89,448
     Other current assets                                                                       115,631         71,482
                                                                                           -------------  -------------
     Total Current Assets                                                                     1,120,312      1,079,803
                                                                                           -------------  -------------
Property, Plant and Equipment, at cost                                                        1,086,678      1,074,772
Accumulated depreciation                                                                       (599,643)      (579,648)
                                                                                           -------------  -------------
                                                                                                487,035        495,124
                                                                                           -------------  -------------
Goodwill                                                                                        665,582        665,582
Intangible Assets, net                                                                           76,578         80,134
Other Assets                                                                                    147,886        158,261
                                                                                           -------------  -------------
Total Assets                                                                            $     2,497,393 $    2,478,904
                                                                                           =============  =============



LIABILITIES AND SHAREHOLDERS' EQUITY                                                         3/31/07        12/31/06
- ----------------------------------------------------------------------------------------   -------------  -------------
                                                                                                          
Current Liabilities:
     Bank borrowings and overdrafts                                                     $        12,717 $       15,897
     Accounts payable                                                                           117,286        111,661
     Accrued payrolls and bonuses                                                                29,193         71,976
     Dividends payable                                                                           18,732         18,764
     Income taxes                                                                                     -         45,251
     Restructuring and other charges                                                             11,106         15,288
     Other current liabilities                                                                  155,030        167,934
                                                                                           -------------  -------------
     Total Current Liabilities                                                                  344,064        446,771
                                                                                           -------------  -------------
Other Liabilities:
     Long-term debt                                                                             799,735        791,443
     Deferred gains                                                                              63,929         64,686
     Retirement liabilities                                                                     169,232        170,719
     Other liabilities                                                                          180,849        100,117
                                                                                           -------------  -------------
     Total Other Liabilities                                                                  1,213,745      1,126,965
                                                                                           -------------  -------------
Commitments and Contingencies (Note 12)

Shareholders' Equity:
     Common stock 12 1/2 cents par value; authorized 500,000,000 shares;
           issued 115,761,840 shares                                                             14,470         14,470
     Capital in excess of par value                                                              99,109         96,635
     Retained earnings                                                                        1,952,231      1,909,599
     Accumulated other comprehensive income:
          Cumulative translation adjustment                                                     (32,511)       (31,854)
          Accumulated losses on derivatives qualifying as hedges (net of tax)                    (1,022)        (2,465)
          Pension and postemployment liability adjustment (net of tax)                         (158,767)      (162,553)
                                                                                           -------------  -------------
                                                                                              1,873,510      1,823,832
     Treasury stock, at cost - 26,547,285 shares in 2007 and 26,344,638 shares in 2006         (933,926)      (918,664)
                                                                                           -------------  -------------
     Total Shareholders' Equity                                                                 939,584        905,168
                                                                                           -------------  -------------
Total Liabilities and Shareholders' Equity                                              $     2,497,393 $    2,478,904
                                                                                           =============  =============


See Notes to Consolidated Financial Statements


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                        CONSOLIDATED STATEMENT OF INCOME
                 (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)


                                                                                       3 Months Ended 3/31
                                                                                ---------------------------------
                                                                                      2007             2006
                                                                                ---------------- ----------------
                                                                                                    
Net sales                                                                             $ 566,101        $ 511,432
                                                                                ---------------- ----------------

Cost of goods sold                                                                      329,382          294,818
Research and development expenses                                                        46,632           45,602
Selling and administrative expenses                                                      91,271           85,588
Amortization of intangibles                                                               3,556            3,710
Restructuring and other charges                                                               -              661
Interest expense                                                                          8,314            5,373
Other (income) expense, net                                                                (167)             439
                                                                                ---------------- ----------------
                                                                                        478,988          436,191
                                                                                ---------------- ----------------
Income before taxes on income                                                            87,113           75,241
Taxes on income                                                                          24,424           21,551
                                                                                ---------------- ----------------
Net income                                                                               62,689           53,690

Other comprehensive income:
     Foreign currency translation adjustments                                              (657)           4,837
     Accumulated gains on derivatives qualifying as hedges (net of tax)                   1,443              806
     Pension and postemployment liability adjustment (net of tax)                         3,786                -
                                                                                ---------------- ----------------
Comprehensive income                                                                   $ 67,261         $ 59,333
                                                                                ================ ================

Net Income per share - basic                                                              $0.70            $0.59

Net Income per share - diluted                                                            $0.69            $0.58

Average number of shares outstanding - basic                                             89,378           91,535

Average number of shares outstanding - diluted                                           90,658           92,207

Dividends declared per share                                                             $0.210           $0.185


See Notes to Consolidated Financial Statements


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (Unaudited)


                                                                                  3 Months Ended March 31,
                                                                               --------------------------------
                                                                                     2007              2006
                                                                               --------------   ---------------
                                                                                                  
Cash flows from operating activities:
Net income                                                                      $     62,689       $    53,690
Adjustments to reconcile to net cash provided by operations:
     Depreciation and amortization                                                    21,139            22,261
     Deferred income taxes                                                            11,695             9,953
     Gain on disposal of assets                                                         (815)           (1,644)
     Equity based compensation                                                         4,277             2,862
     Changes in assets and liabilities:
          Current receivables                                                        (38,454)          (45,164)
          Inventories                                                                  1,648            (1,694)
          Current payables                                                           (62,771)           (1,110)
          Changes in other assets                                                      6,971            (2,134)
          Changes in other liabilities                                                 1,147             4,092
                                                                               --------------   ---------------
Net cash provided by operations                                                        7,526            41,112
                                                                               --------------   ---------------
Cash flows from investing activities:
     Net change in short-term investments                                               (277)               25
     Additions to property, plant and equipment                                       (8,590)           (9,033)
     Proceeds from disposal of assets                                                    452             4,670
                                                                               --------------   ---------------
Net cash used in investing activities                                                 (8,415)           (4,338)
                                                                               --------------   ---------------
Cash flows from financing activities:
     Cash dividends paid to shareholders                                             (18,764)          (17,189)
     Net change in bank borrowings and overdrafts                                      1,903           (19,404)
     Proceeds from issuance of stock under stock-based
           compensation plans                                                         15,764             6,636
     Excess tax benefits on stock options exercised                                    1,732                83
     Purchase of treasury stock                                                      (31,480)          (75,561)
                                                                               --------------   ---------------
Net cash used in    financing activities                                             (30,845)         (105,435)
                                                                               --------------   ---------------
Effect of exchange rate changes on cash and cash equivalents                             431             1,367
                                                                               --------------   ---------------
Net change in cash and cash equivalents                                              (31,303)          (67,294)
Cash and cash equivalents at beginning of year                                       114,508           272,545
                                                                               --------------   ---------------
Cash and cash equivalents at end of period                                      $     83,205    $      205,251
                                                                               ==============   ===============

Interest paid                                                                   $     14,690    $        1,622

Income taxes paid                                                               $      9,647    $        8,056


See Notes to Consolidated Financial Statements


Notes to Consolidated Financial Statements
- ------------------------------------------

     These interim  statements and management's  related discussion and analysis
should be read in conjunction  with the  consolidated  financial  statements and
their  related  notes and  management's  discussion  and  analysis of results of
operations and financial  condition included in the Company's 2006 Annual Report
on Form 10-K.  These interim  statements  are  unaudited.  In the opinion of the
Company's  management,  all adjustments,  including  normal  recurring  accruals
necessary for a fair  presentation  of the results for the interim  periods have
been made.

Note 1. New Accounting Pronouncements:

     In September  2006, the FASB issued SFAS No. 157 "Fair Value  Measurements"
("FAS 157").  This  standard  defines fair value,  establishes  a framework  for
measuring fair value and expands disclosures  regarding fair value measurements.
FAS 157 is effective for years beginning after November 15, 2007. The Company is
currently evaluating the potential impact of this standard.

     In  February  2007,  the FASB  issued  SFAS 159 "The Fair Value  Option for
Financial Assets and Liabilities - Including an amendment of FASB No. 115" ("FAS
159").  This standard allows companies to elect, at specific  election dates, to
measure  eligible  financial  assets and  liabilities at fair value that are not
otherwise  required to be measured at fair value.  If a company  elects the fair
value option, subsequent changes in that item's fair value must be recognized in
current  earnings.  FAS 159 is effective for years  beginning after November 15,
2007. The Company is currently evaluating the potential impact of this standard.

Note 2. Reclassifications:

     Certain  reclassifications  have been made to the prior period's  financial
statements to conform to 2007 classifications.

Note 3.  Net Income Per Share:

     Net  income  per share is based on the  weighted  average  number of shares
outstanding. A reconciliation of the shares used in the computation of basic and
diluted net income per share is as follows:


                                               Three Months Ended March 31,
- -------------------------------------- -------------------- --------------------
(SHARES IN THOUSANDS)                          2007                 2006
- -------------------------------------- -------------------- --------------------
                                                              
Basic                                         89,378               91,535
Assumed conversion under stock plans           1,280                  672
                                       -------------------- --------------------
Diluted                                       90,658               92,207
- -------------------------------------- -------------------- --------------------


     Stock options to purchase 120,000 and 1,875,375 shares were outstanding for
the first quarter of 2007 and 2006,  respectively,  but were not included in the
computation of diluted net income per share for the respective periods since the
impact was anti-dilutive.

Note 4. Restructuring and Other Charges:

     As  described in Note 2 to the  Consolidated  Financial  Statements  in the
Company's  2006  Annual  Report,   the  Company  has  undertaken  a  significant
reorganization,   including  management  changes,  consolidation  of  production
facilities and related actions.


     Movements in restructuring liabilities, included in Restructuring and other
charges in the accompanying balance sheet, were (in millions):


                                                    Asset-
                                     Employee-     Related
                                      Related      and Other       Total
                                  ------------ --------------- -------------
                                                            
Balance December 31, 2006             $ 12.9          $ 2.4          $ 15.3
Cash and other costs                    (4.2)             -            (4.2)
                                  -----------  -------------  --------------
Balance March 31, 2007                 $ 8.7          $ 2.4          $ 11.1
                                  ===========  =============  ==============



     The balance of the employee-related liabilities are expected to be utilized
by 2008 as obligations are satisfied;  the asset-related charges are expected to
be  utilized  in 2007 on final  decommissioning  and  disposal  of the  affected
equipment.

Note 5.  Goodwill and Other Intangible Assets, Net:

     Goodwill by operating segment at March 31, 2007 and December 31, 2006 is as
follows:



(DOLLARS IN THOUSANDS)                                       Amount
- ----------------------------------------                  --------------
                                                             
Flavors                                                $        319,479
Fragrances                                                      346,103
                                                          --------------
     Total                                             $        665,582
                                                          ==============


     Trademark and other intangible assets consist of the following amounts:


                                                            March 31,         December 31,
(DOLLARS IN THOUSANDS)                                         2007               2006
- ------------------------------------------------------   ---------------    ----------------
                                                                              
Gross carrying value                                  $         165,406 $           165,406
Accumulated amortization                                         88,828              85,272
                                                         ---------------    ----------------
   Total                                              $          76,578 $            80,134
                                                         ===============    ================


     Amortization  expense for the quarter ended March 31, 2007 was $3.6 million
compared to $3.7 million in the 2006 quarter;  estimated annual  amortization is
$13 million in 2007, $6 million in 2008 through 2012 and $37 million thereafter.


Note 6. Comprehensive Income:

     Changes  in  the  Accumulated  other  comprehensive   income  component  of
shareholders' equity were as follows:


                                                       Accumulated (losses)         Pension and
                                                       gains on derivatives        postemployment
                                   Translation          qualifying as hedges,    liability adjustment,
(DOLLARS IN THOUSANDS)             adjustments              net of tax                net of tax            Total
- ---------------------------  --------------------  ---------------------------  ---------------------- --------------------
                                                                                                   
Balance December 31, 2006          $ (31,854)              $ (2,465)                 $ (162,553)          $ (196,872)
Change                                  (657)                 1,443                       3,786                4,572
                                -----------------  ---------------------------  ---------------------- --------------------
Balance March 31, 2007             $ (32,511)              $ (1,022)                 $ (158,767)          $ (192,300)
                                =================  ===========================  ====================== ====================



                                                     Accumulated (losses)             Minimum
                                                     gains on derivatives             pension
                                  Translation         qualifying as hedges,          obligation,
(DOLLARS IN THOUSANDS)            adjustments              net of tax                net of tax             Total
- -------------------------------------------------  ---------------------------  ---------------------- --------------------
                                                                                                   
Balance December 31, 2005          $ (47,369)              $ (2,606)                 $ (100,380)          $ (150,355)
Change                                 4,837                    806                           -                5,643
                                -----------------  ---------------------------  ---------------------- --------------------
Balance March 31, 2006             $ (42,532)              $ (1,800)                 $ (100,380)          $ (144,712)
                                =================  ===========================  ====================== ====================


Note 7. Borrowings:

Debt consists of the following:


(DOLLARS IN THOUSANDS)                                      Rate       Maturities     March 31, 2007         December 31, 2006
- ------------------------------------------------------- -------------  ----------- -------------------      -------------------
                                                                                                          
Bank borrowings and overdrafts                                                             $ 12,717               $ 15,897
                                                                                    ----------------        ---------------
Total current debt                                                                           12,717                 15,897
                                                                                    ----------------        ---------------
Senior notes                                                   5.94%   2009-16              375,000                375,000
Bank borrowings                                                3.87%   Various              295,430                287,904
Japanese Yen notes                                             2.45%   2008-11              128,443                127,684
Other                                                                  2011                      31                     38
Deferred realized gains on interest rate swaps                                                  831                    817
                                                                                    ----------------        ---------------
Total long-term debt                                                                        799,735                791,443
                                                                                    ----------------        ---------------
Total debt                                                                                $ 812,452              $ 807,340
                                                                                    ================        ===============

Note 8. Income Taxes:

     In June 2006, the FASB issued  Interpretation No. 48 ("FIN 48"), Accounting
for  Uncertainty in Income Taxes,  which clarifies the application of FAS 109 by
prescribing  the  minimum  threshold  a tax  position  must  meet  before  being
recognized in the financial  statements.  Under FIN 48, the financial  statement
effect of a tax position is initially recognized when it is more likely than not
the position will be sustained upon  examination.  A tax position that meets the
"more  likely than not"  recognition  threshold is  initially  and  subsequently
measured  as  the  largest  amount  of  benefit,   determined  on  a  cumulative
probability  basis,  that is more likely than not to be realized  upon  ultimate
settlement with the taxing authority.

     As a result  of  adopting  FIN 48,  the  Company  recognized  a $1  million
increase in Other  liabilities  for  unrecognized  tax  benefits  and recorded a
corresponding $1 million  cumulative effect adjustment to shareholders'  equity.
Also as prescribed by FIN 48,  certain tax related  amounts in the  Consolidated

Balance  Sheet  are  classified  differently  than  in  prior  periods.  Amounts
receivable  from various tax  jurisdictions  are now  included in Other  current
assets and tax reserves previously classified as accrued taxes on income are now
included in Other liabilities.

     As of the adoption date, the Company had $73 million of gross  unrecognized
tax benefits.  If recognized,  $72 million,  net of federal  benefits,  would be
recorded as a component of income tax expense and affect the effective tax rate.

     The Company has consistently  recognized  interest and penalties related to
unrecognized tax benefits as a component of income tax expense.  At December 31,
2006, the Company had accrued $7 million of interest and penalties.  On adoption
of FIN 48, this balance was reclassified to Other liabilities.

     The Company conducts  business  globally and remains open to examination in
several tax jurisdictions for various years from 2000-2006. The Company is under
examination in several significant tax jurisdictions for various years from 2001
to 2006. The Company anticipates that each of these examinations are expected to
be completed during the next twelve months and it is reasonably  possible that a
change in certain  unrecognized  tax  benefits may occur.  Currently,  it is not
reasonably possible to estimate the magnitude of these changes.

Note 9. Equity Compensation Plans:

     The Company has various  plans under which the Company's  officers,  senior
management, other key employees and directors may be granted equity-based awards
including  restricted  stock,  restricted stock units  ("RSU's"),  stock settled
appreciation rights ("SSAR's") or stock options to purchase the Company's common
stock.

     In March 2007,  the Company's  Board of Directors  determined to change the
operating  methodology  of the Company's  Long Term  Incentive Plan ("LTIP") for
executive  officers and other Company  executives  beginning with the three year
cycle from 2007 - 2009 and thereafter. Under the modified LTIP plan, awards will
be  based  on  meeting  certain   targeted   financial  and/or  strategic  goals
established by the Compensation Committee of the Board of Directors at the start
of each cycle.  The targeted payout of the LTIP 2007 - 2009 cycle and thereafter
will be 50% cash and 50% Company  stock.  The number of shares for the 50% stock
portion will be  determined  by the closing share price on the first trading day
at the beginning of the cycle. The executive generally must remain employed with
the Company during the cycle to receive the award.

     Restricted  stock and RSU activity for the quarter ended March 31, 2007 was
as follows:


                                                                      Weighted
                                                                    Average Grant
                                                     Number           Date Fair
(SHARE AMOUNTS IN THOUSANDS)                        of Shares      Value Per Share
- ----------------------------------------------   -------------- ------------------
<s>                                                                   
Balance at December 31, 2006                           1,346          $37.22
     Cancelled                                           (16)         $38.10
                                                 ------------- -------------------
Balance at March 31, 2007                              1,330          $37.21
                                                 ============= ===================


     Stock option and SSAR  activity for the quarter ended March 31, 2007 was as
follows:


                                                                       Weighted
                                                Shares Subject to        Average
(SHARE AMOUNTS IN THOUSANDS)                    Options/SSAR's       Exercise Price
- -------------------------------------------------------------------------------------
<s>                                                                  
Balance at December 31, 2006                           3,633          $33.56
     Exercised                                          (439)         $31.72
     Cancelled                                            (4)         $30.82
                                               -------------- ------------------
Balance at March 31, 2007                              3,190          $33.91
                                               ============== ==================




Pre-tax  expense  related to all forms of equity  compensation  for the quarters
ended March 31, 2007 and 2006 follows:


(DOLLARS IN THOUSANDS)                                      3/31/2007         3/31/2006
- ---------------------                                     ---------------   --------------
                                                                           
Restricted stock and RSU's                                    $ 3,470          $ 1,523
Stock options and SSAR's                                          807            1,339
                                                          ---------------   --------------
        Total equity compensation expense                     $ 4,277          $ 2,862
                                                          ===============   ==============


Tax related  benefits of $1 million  were  recognized  in both the 2007 and 2006
quarters.

Note 10. Segment Information:

     On January 1, 2007, the Company was reorganized into two business segments,
Flavors and Fragrances; these segments align with the internal structure used to
manage these  businesses.  Accounting  policies  used for segment  reporting are
identical  to  those  described  in  Note 1 of  the  Notes  to the  Consolidated
Financial  Statements  included in the Company's 2006 Annual Report.  Prior year
segment  information,  which had been reported by major geographic  region,  has
been reclassified to conform to the current presentation.

     The Company  evaluates the  performance  of its business  segments based on
segment  profit  which is Income  before  taxes on  income,  excluding  Interest
expense, Other income (expense),  net and the effects of Restructuring and other
charges and accounting changes.  The Global Expense caption represents corporate
and headquarters-related  expenses which include legal, finance, human resources
and other administrative  expenses that are not allocable to individual business
units. Unallocated assets are principally cash, short-term investments and other
corporate and headquarters-related assets.

     The Company's reportable segment information follows:



                                                                 Three Months Ended March 31, 2007
                                                --------------------------------------------------------------------
                                                                                     Global
(DOLLARS IN THOUSANDS)                              Flavors         Fragrances      Expenses       Consolidated
- --------------------------------------------------------------------------------------------------------------------
                                                                                            

Net sales                                          $ 243,442       $ 322,659       $      -          $  566,101
                                                ====================================================================

Operating profit                                   $  44,814       $  58,868       $ (8,422)             95,260
                                                ================================================
Interest expense                                                                                        (8,314)
Other income (expense), net                                                                                167
                                                                                                --------------------
Income before taxes on income                                                                         $  87,113
                                                                                                ====================



                                                                 Three Months Ended March 31, 2006
                                                --------------------------------------------------------------------
                                                                                     Global
(DOLLARS IN THOUSANDS)                              Flavors         Fragrances      Expenses       Consolidated
- --------------------------------------------------------------------------------------------------------------------
                                                                                            

Net sales                                          $ 219,510       $ 291,922       $      -           $ 511,432
                                                ====================================================================

Segment profit                                     $  38,103       $  51,604       $ (7,993)          $  81,714
Restructuring and other charges                         (652)             23            (32)               (661)
                                                --------------------------------------------------------------------
Operating profit                                   $  37,451       $  51,627       $ (8,025)             81,053
                                                ================================================
Interest expense                                                                                         (5,373)
Other income (expense), net                                                                                (439)
                                                                                                --------------------
Income before taxes on income                                                                         $  75,241
                                                                                                ====================



     Segment  assets  were $973  million  for  Flavors  and $1,245  million  for
Fragrances  at December 31,  2006.  Global  segment  assets were $261 million at
December  31, 2006.  There were no  significant  changes in segment  assets from
December 31, 2006 to March 31, 2007.

Note  11. Retirement Benefits:

     For the quarters ended March 31, 2007 and 2006,  pension  expense  included
the following components:


                                                                      U.S. Plans                        Non-U.S. Plans
                                                            -------------------------------      ------------------------------
(DOLLARS IN THOUSANDS)                                          2007             2006                2007            2006
- --------------------------------------------------------    --------------   --------------      -------------   --------------
                                                                                                           
Service cost for benefits earned                                  $ 2,504          $ 2,636            $ 2,617          $ 3,189
Interest cost on projected benefit obligation                       5,687            5,465              8,173            7,007
Expected return on plan assets                                     (5,922)          (5,493)           (12,124)          (9,459)
Net amortization and deferrals                                      1,551            2,015              1,395            2,103
                                                            --------------   --------------      -------------   --------------
Defined benefit plans                                               3,820            4,623                 61            2,840
Defined contribution and other retirement plans                       995              814                909              804
                                                            --------------   --------------      -------------   --------------
Total pension expense                                             $ 4,815          $ 5,437            $   970          $ 3,644
                                                            ==============   ==============      =============   ==============


     In 2007,  the Company  expects to  contribute $3 million and $24 million to
its U.S. pension plans and non-U.S. pension plans, respectively.  In the quarter
ended March 31, 2007, no contributions were made to the Company's qualified plan
and  $1  million  of   contributions   for  benefit  payments  were  made  to  a
non-qualified plan; $3 million of contributions were made to the non-U.S. plans.

     For the  quarters  ended March 31, 2007 and 2006,  expense  recognized  for
postretirement benefits other than pensions included the following components:


(DOLLARS IN THOUSANDS)                             2007            2006
- ---------------------------------------------   ------------   -------------
                                                              
Service cost for benefits earned                     $ 766           $ 856
Interest on benefit obligation                       1,542           1,575
Net amortization and deferrals                         (37)            191
                                                ------------   -------------
Total postretirement benefit expense               $ 2,271          $2,622
                                                ============   =============

     In the quarter ended March 31, 2007, $1 million of contributions were made;
the Company expects to contribute $3 million to its postretirement benefit plans
in 2007.

Note 12. Commitments and Contingencies:

     The Company is party to a number of lawsuits and claims  related  primarily
to flavoring  supplied by the Company to manufacturers of butter flavor popcorn.
At each balance  sheet date,  or more  frequently  as  conditions  warrant,  the
Company  reviews  the status of each  pending  claim,  as well as its  insurance
coverage for such claims with due consideration given to potentially  applicable
deductibles,  retentions and reservation of rights under its insurance policies,
and the advice of its outside legal counsel and a third party expert in modeling
insurance  deductible  amounts  with  respect  to all these  matters.  While the
ultimate outcome of any litigation cannot be predicted, management believes that
adequate  provision  has been made with  respect to all known  claims.  Based on
information  presently  available and in light of the merits of its defenses and
the  availability  of insurance,  the Company does not expect the outcome of the
above cases,  singly or in the aggregate,  to have a material  adverse effect on
the Company's financial condition,  results of operation or liquidity. There can
be no assurance  that future events will not require the Company to increase the
amount it has  accrued  for any matter or accrue for a matter  that has not been
previously accrued.


     The Company has  recognized  its expected  liability  with respect to these
claims in Other current  liabilities and expected  recoveries from its insurance
carrier  group in other  receivables  recorded  in Other  current  assets in the
accompanying  balance  sheet.  The  Company  believes  that  realization  of the
insurance receivable is probable due to the terms of the insurance policies, the
financial  strength of the insurance carrier group and the payment experience to
date of the carrier group as it relates to these claims.

Item 2.  Management's Discussion and Analysis of Results of Operations and
- --------------------------------------------------------------------------
Financial Condition
- -------------------

Overview
- --------

     The Company is a leading  creator and  manufacturer  of  compounds  used to
impart or  improve  the  flavor  or  fragrance  in a wide  variety  of  consumer
products.

     Fragrance compounds are used in perfumes, cosmetics,  toiletries, hair care
products,  deodorants,  soaps,  detergents  and  softeners  as well as air  care
products.  Flavor products are sold to the food and beverage  industries for use
in  consumer  products  such as  prepared  foods,  beverages,  dairy,  food  and
confectionery  products. The Company is also a leading manufacturer of synthetic
ingredients  used  in  making  fragrances.  Approximately  55% of the  Company's
ingredient production is consumed internally; the balance is sold to third party
customers.

     Changing social habits resulting from such factors as changes in disposable
income,  leisure time,  health  concerns,  urbanization  and  population  growth
stimulate demand for consumer products  utilizing flavors and fragrances.  These
developments  expand the market for products with finer  fragrance  quality,  as
well as the market for colognes and toiletries. Such developments also stimulate
demand for  convenience  foods,  soft drinks and low-fat food products that must
conform to expected  tastes.  These  developments  necessitate  the creation and
development of flavors and fragrances and  ingredients  that are compatible with
newly introduced materials and methods of application used in consumer products.

     Flavors and fragrances are generally:

          -    created for the exclusive use of a specific customer;
          -    sold in solid or  liquid  form,  in  amounts  ranging  from a few
               pounds to several tons depending on the nature of the end product
               in which they are used;
          -    a small percentage of the volume and cost of the end product sold
               to the consumer; and
          -    a major  factor  in  consumer  selection  and  acceptance  of the
               product.

     Flavors   and   fragrances   have   similar    economic   and   operational
characteristics,  including research and development, the nature of the creative
and production  processes,  the manner in which products are distributed and the
type of customer;  many of the  Company's  customers  purchase  both flavors and
fragrances.

     The flavor and fragrance  industry is impacted by macroeconomic  factors in
all product categories and geographic  regions.  Such factors include the impact
of  currency on the price of raw  materials  and  operating  costs as well as on
translation of reported  results.  In addition,  pricing  pressure placed on the
Company's  customers  by  large  and  powerful  retailers  and  distributors  is
inevitably  passed  along to the Company,  and its  competitors.  Leadership  in
innovation and creativity mitigates the impact of pricing pressure.  Success and
growth in the industry is dependent  upon  creativity  and innovation in meeting
the many and varied needs of the  customers'  products in a  cost-efficient  and
effective  manner,  and with a  consistently  high level of timely  service  and
delivery.

     The Company's strategic direction is defined by the following:

          -    Be a global leader in fragrances and flavors; and
          -    Provide our customers with differentiated solutions.

     The Company's plan to achieve this strategy is to:

          -    Execute on our business unit focus that will align management and
               resources  with the needs of its strategic  customers and provide
               greater accountability; this will drive improved results.

          -    Focus its  research  and  development  efforts on those  projects
               considered  most likely to drive future  profitable  growth.  The
               Company  anticipates  much of  this  research  will be  conducted
               internally,  but such efforts may be augmented by joint  research
               undertakings and through acquisition of technology.
          -    Provide quality products,  safe and suitable for inclusion in its
               customers' end products;  an essential  element is the consistent
               quality  and  safety  of  raw   materials   achieved   through  a
               combination  of  steps   including  but  not  limited  to  vendor
               certification and quality assurance testing.
          -    Continuously   improving  its  operations  and  customer  service
               supported by the global enterprise requirements planning software
               package ("SAP"), and related initiatives.
          -    Build a culture  that  attracts,  retains and  develops  the best
               talent in the world.  The customers,  shareholders  and employees
               expect the best.

     As implementation of our strategy progresses, setting strategic initiatives
requires regular  establishment  and reassessment of priorities and necessitates
choices in order to provide the best  opportunity for continuous  improvement in
shareholder value.

Operations
- ----------

First Quarter 2007
- ------------------

     First  quarter 2007 sales  totaled $566  million,  increasing  11% over the
prior year quarter;  fragrance  and flavor sales each  increased  11%.  Reported
sales for the 2007 quarter  benefited  from the  generally  weaker U.S.  dollar,
mainly against the Euro and Pound  Sterling,  during the quarter;  at comparable
exchange rates, sales would have increased 6% in comparison to the 2006 quarter.
Fragrance  sales were led by  increases  of 11% and 17% in fine  fragrances  and
fragrance ingredients. Fine fragrance growth was driven primarily by new product
introductions  while  ingredient  growth was mainly volume  related.  Functional
fragrance sales increased 5% on a combination of new wins and improved volumes.

     Flavor sales increased based on both new wins and volume growth.

     Sales performance by region and product category in comparison to the prior
year quarter in both  reported  dollars and local  currency,  where  applicable,
follows:



                                                       % Change in Sales-First Quarter 2007 vs First Quarter 2006
                                                  -------------------------------------------------------------------------
                                                     Fine       Func'l.      Ingr.    Total Frag.   Flavors      Total
                                                  -------------------------------------------------------------------------
                                                                                                 
North America                  Reported               15%         12%         3%          11%          4%          8%

Europe                         Reported               6%          11%         35%         15%         11%         13%
                               Local Currency        -3%           2%         24%          5%          2%          4%

Latin America                  Reported               21%        -10%         14%          1%         14%          4%

Greater Asia                   Reported               7%          3%          -2%          2%         18%         11%
                               Local Currency         4%          0%          -2%          1%         15%          9%

Total                          Reported               11%         5%          17%         11%         11%         11%
                               Local Currency          5%         1%          13%          5%          7%          6%
                                                  -------------------------------------------------------------------------

- -    North  America  growth was  strong  across  both  business  segments.  Fine
     fragrance  growth  was driven  mainly by new  product  introductions  of $4
     million;  functional fragrances and ingredients growth was primarily volume
     related with increases of $4 million and $1 million, respectively.  Flavors
     sales growth resulted mainly from new product introductions of $2 million.
- -    Europe  ingredients  sales  growth  was  strong  primarily  due  to  volume
     increases of $12 million  partially offset by price declines of $4 million.
     Functional   fragrance   growth  was  mainly  the  result  of  new  product
     introductions of $4 million,  partially offset by volume declines; the fine
     fragrance  performance was due to volume  declines.  Flavors growth was the
     result of new product introductions of $2 million.

- -    Latin   America   sales  growth   resulted   primarily   from  new  product
     introductions of $3 million in fine fragrances.  Ingredients and functional
     fragrance performance were primarily volume related. Flavors growth was the
     result of new product introductions of $3 million.
- -    Greater Asia sales growth was driven by volume  increases of $10 million in
     flavors.  Fragrance  performance  in all  categories  was primarily  volume
     related.

The percentage  relationship of cost of goods sold and other operating  expenses
to sales for the first quarter are detailed below.


                                                    First Quarter
                                               -------------------------
                                                  2007          2006
                                               -----------   -----------
                                                           
Costs of Goods Sold                                58.2%         57.6%
Research and Development Expenses                   8.2%          8.9%
Selling and Adminstrative Expenses                 16.1%         16.7%

- -    Gross  profit,  as a percentage  of sales,  declined from the prior quarter
     mainly as a result of the shift in product  mix,  notably  higher  sales of
     fragrance  ingredients  and flavor  compounds;  ingredient  price  declines
     contributed   to  the   decline.   Gross   margin  was  also   impacted  by
     underabsorption  of  manufacturing  costs at the new  fragrance  ingredient
     facility in China, which continues to scale up production.
- -    Research and  Development  ("R&D")  expenses as a percent of sales declined
     compared  to the prior year  mainly due to such  expenses  increasing  at a
     slower rate than sales during the quarter.
- -    Selling and Administrative  ("S&A") expenses, as a percentage of sales, was
     16.1% in the  current  quarter  compared  to 16.7%  in  2006;  the  decline
     resulted  mainly from headcount  reductions  during 2006, many of whom left
     the Company after the 2006 first quarter.
- -    Interest  expense  increased  by $3 million  mainly  due to higher  average
     interest  rates on  borrowings;  the average  rate for the 2007 quarter was
     4.1% compared to 2.3% for the 2006 quarter.
- -    The  Company's  first  quarter  effective  tax rate of 28.0% was  favorably
     impacted by discrete  adjustments related to nonrecurring accrual reversals
     which impact the effective  tax rate by a total of 3.7%.  The effective tax
     rate was 28.6% in the prior year quarter.

Income Taxes
- ------------

     In June 2006, the FASB issued  Interpretation No. 48 ("FIN 48"), Accounting
for  Uncertainty in Income Taxes,  which clarifies the application of FAS 109 by
prescribing  the  minimum  threshold  a tax  position  must  meet  before  being
recognized  in the  financial  statements.  The  adoption of FIN 48 did not have
material impact on the Consolidated  Financial  Statements.  See Note 8 for more
information.

Reportable Business Segments
- ----------------------------

     On January 1, 2007, the Company was reorganized into two business  segments
that reflect its Flavor and Fragrance businesses. This reorganization allows the
Company to sharpen  its focus on these  businesses  to drive  future  profitable
growth.  The Company  previously  reported  its  segments by major  geographical
region. See Note 10 for more information.

Restructuring and Other Charges
- -------------------------------

     As  described in Note 2 to the  Consolidated  Financial  Statements  in the
Company's  2006  Annual  Report,   the  Company  has  undertaken  a  significant
reorganization,   including  management  changes,  consolidation  of  production
facilities and related actions.  There have been no charges in the first quarter
2007.

     Movements in restructuring  liabilities included in Restructuring and other
charges in the accompanying balance sheet, were (in millions):


                                                                    Asset-
                                                   Employee-       Related
                                                    Related       and Other         Total
                                                ---------------------------------------------
                                                                            
Balance December 31, 2006                            $ 12.9          $ 2.4          $ 15.3
Cash and other costs                                   (4.2)             -            (4.2)
                                                --------------  -------------  --------------
Balance March 31, 2007                               $  8.7          $ 2.4          $ 11.1
                                                ==============  =============  ==============


     The balance of employee-related  liabilities are expected to be utilized by
2008 as obligations are satisfied;  the asset-related charges are expected to be
utilized  in  2007  on  final  decommissioning  and  disposal  of  the  affected
equipment.

Financial Condition
- -------------------

     Cash, cash  equivalents and short-term  investments  totaled $84 million at
March 31,  2007  compared to $206  million at March 31,  2006.  Working  capital
totaled $776 million at March 31, 2007  compared to $633 million at December 31,
2006.  Additions to property,  plant and equipment  were $9 million at March 31,
2007.  Gross  additions  to  property,  plant  and  equipment  are  expected  to
approximate $70 million in 2007.

     Operating cash flows in the first quarter 2007 were $8 million  compared to
$41 million in the prior year quarter;  the decrease was mainly due to payout of
$45 million of incentive compensation with respect to 2006 operating results; in
the 2006  quarter,  payouts  totaled $9 million  with  respect to 2005  results.
Increased  interest  expense paid in the 2007 quarter compared to the prior year
quarter also impacted cash flows.

     At March 31, 2007, the Company had $812 million of debt outstanding.

     In January  2007,  the Company paid a quarterly  cash  dividend of $.21 per
share to shareholders,  a 14% increase from the prior quarter dividend  payment.
On March 6, 2007, the Company announced its quarterly dividend of $.21 per share
payable in April 2007.

     Under the share  repurchase  program of $300 million  authorized in October
2006,  the Company  repurchased  approximately  0.7 million  shares in the first
quarter of 2007 at a cost of $31  million.  At March 31,  2007,  the Company had
$175  million   remaining  under  the  October  2006  Stock   Repurchase   Plan,
representing  approximately  3.6 million shares based on a stock price of $48.00
per share.  Repurchased  shares are  available  for use in  connection  with the
Company's employee benefit plans and for other general corporate purposes.

     The Company anticipates that its financing requirements will be funded from
internal  sources  and credit  facilities  currently  in place.  Cash flows from
operations and availability under its existing credit facilities are expected to
be  sufficient  to fund  the  Company's  currently  anticipated  normal  capital
spending,  dividends and other currently expected cash requirements for at least
the next eighteen months.

Non-GAAP Financial Measures
- ---------------------------

     To supplement the Company's  financial results presented in accordance with
U.S. Generally Accepted Accounting Principles ("GAAP"), the Company uses certain
non-GAAP  financial  measures.  These non-GAAP  financial measures should not be
considered  in  isolation,  or as a substitute  for, or superior  to,  financial
measures  calculated in accordance with GAAP. These non-GAAP  financial measures
as  disclosed  by the Company may also be  calculated  differently  from similar
measures disclosed by other companies.  To ease the use and understanding of our
supplemental non-GAAP financial measures, the Company includes the most directly
comparable GAAP financial measure.

     The  Company  discloses,  and  management  internally  monitors,  the sales
performance of international  operations on a basis that eliminates the positive
or negative  effects that result from  translating  foreign  currency sales into
U.S. dollars.  Management uses this measure because it believes that it enhances
the assessment of the sales performance of its international  operations and the
comparability between reporting periods.


Cautionary Statement Under The Private Securities Litigation Reform Act of 1995
- -------------------------------------------------------------------------------

     Statements in this  Quarterly  Report,  which are not  historical  facts or
information,  are "forward-looking statements" within the meaning of The Private
Securities  Litigation Reform Act of 1995. Such  forward-looking  statements are
based on management's  reasonable  current  assumptions and  expectations.  Such
forward-looking  statements  which may be  identified by such words as "expect,"
"anticipate,"   "outlook,"   "guidance,"  "may,"  and  similar   forward-looking
terminology,  involve significant risks,  uncertainties and other factors, which
may cause the actual results of the Company to be materially  different from any
future  results  expressed or implied by such  forward-looking  statements,  and
there can be no assurance  that actual results will not differ  materially  from
management's  expectations.  Such factors include,  among others, the following:
general  economic and business  conditions in the Company's  markets,  including
economic,  population health and political uncertainties;  weather, geopolitical
and region  specific  uncertainties;  interest  rates;  the price,  quality  and
availability of raw materials;  the Company's  ability to implement its business
strategy, including the achievement of anticipated cost savings,  profitability,
growth  and  market  share  targets;  the  impact  of  currency  fluctuation  or
devaluation in the Company's  principal  foreign  markets and the success of the
Company's hedging and risk management strategies; the impact of possible pension
funding obligations and increased pension expense on the Company's cash flow and
results of operations;  and the effect of legal and regulatory  proceedings,  as
well  as   restrictions   imposed  on  the  Company,   its   operations  or  its
representatives  by  foreign  governments;  and the  fact  that the  outcome  of
litigation is highly uncertain and  unpredictable  and there can be no assurance
that the triers of fact or law,  at either the trial  level or at any  appellate
level, will accept the factual  assertions,  factual defenses or legal positions
of the  Company or its factual or expert  witnesses  in any such  litigation  or
other proceedings.  The Company intends its forward-looking  statements to speak
only as of the time of such  statements  and does not  undertake  to  update  or
revise  them as more  information  becomes  available  or to reflect  changes in
expectations, assumptions or results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
- ------------------------------------------------------------------

     There are no material changes in market risk from the information  provided
in the Company's 2006 Annual Report on Form 10-K.

Item 4. Controls and Procedures
- -------------------------------

     The Company's Chief Executive Officer and Chief Financial Officer, with the
assistance  of other  members of the Company's  management,  have  evaluated the
effectiveness of the Company's  disclosure controls and procedures as of the end
of the period  covered  by this  Quarterly  Report on Form  10-Q.  Based on such
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
have  concluded  that the  Company's  disclosure  controls  and  procedures  are
effective as of the end of the period covered by this  Quarterly  Report on Form
10-Q.

     The Company's Chief Executive Officer and Chief Financial Officer have also
concluded that there have not been any changes in the Company's internal control
over  financial  reporting  during the  quarter  ended  March 31, 2007 that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.


                           PART II. OTHER INFORMATION
                           --------------------------

Item 1.       Legal Proceedings
              -----------------

     The Company is subject to various  claims and legal actions in the ordinary
course of its business.  In September 2001, the Company was named as a defendant
in a purported  class action  brought  against it in the Circuit Court of Jasper
County,  Missouri,  on behalf of  employees  of a plant  owned and  operated  by
Gilster-Mary Lee Corp. in Jasper,  Missouri  ("Benavides  case"). The plaintiffs
alleged that they sustained respiratory injuries in the workplace due to the use
by Gilster-Mary Lee of a BBA and/or IFF flavor.  For purposes of reporting these
actions, BBA and/or IFF are referred to as the "Company".

     In  January  2004,  the  Court  ruled  that  class  action  status  was not
warranted.  As a result of this decision,  each of the 47 plaintiff cases was to
be tried separately.  Subsequently,  8 cases were tried to a verdict, 4 verdicts
resulted for the  plaintiffs  and 4 verdicts  resulted  for the Company,  all of
which were  appealed  by the losing  party.  Subsequently  all  plaintiff  cases
related to the Benavides case, including those on appeal, were settled.

     Seventeen  other  actions  based on similar  claims of alleged  respiratory
illness due to workplace  exposure to flavor  ingredients are currently  pending
against the Company and other flavor suppliers and related companies.

     Trial has been  scheduled  in the action  brought  against  the Company and
another  flavor  supplier  by 29 former and  current  workers at a Marion,  Ohio
factory. This case was filed in March 2003 and is pending in the Court of Common
Pleas of Hamilton  County,  Ohio.  The Plaintiffs in this case have been divided
into trial groups,  although no trials have  occurred to date.  The other flavor
company  has settled  with all  plaintiffs  and the Company has settled  with 17
plaintiffs  by  confidential   agreement.   Three  other  plaintiffs  have  been
dismissed. The first trial is currently scheduled for August 2007 (Arthur case).
In May 2004, the Company and another flavor supplier were named defendants,  and
subsequently a number of third party  defendants  were added,  in a lawsuit by 4
former  workers at a  Ridgeway,  Illinois  factory  in an action  brought in the
Circuit Court for the Second Judicial Circuit, Gallatin County, Illinois (Barker
case) and  another  concerning  8 other  workers at this same plant was filed in
July  2004 and is  pending  in this  same  Court  against  the  same  defendants
(Batteese case). In an action filed in January 2006, the Company and three other
flavor suppliers were named defendants in a lawsuit by 1 worker at a Sioux City,
Iowa facility which is pending in U.S.  District Court for the Northern District
of Iowa. The trial is currently  scheduled for November 2007 (Kuiper  case).  In
June 2004, the Company and 3 other flavor  suppliers were named  defendants in a
lawsuit by 1 plaintiff  brought in the Court of Common Pleas,  Hamilton  County,
Ohio.  Trial is set for November 2007 (Mitchell case). In June 2004, the Company
and 2 other  flavor  suppliers  were named  defendants  in a lawsuit by 1 former
worker at a  Northlake,  Illinois  facility in an action  brought in the Circuit
Court of Cook County, Illinois. Fourteen third party defendants have been added.
Trial is currently  scheduled for January 2008 (Lopez case). In August 2004, the
Company and another  flavor  supplier  were named  defendants in a lawsuit by 15
former  workers at a Marion,  Ohio factory in an action  brought in the Court of
Common Pleas,  Marion County,  Ohio. The other flavor supplier  settled with all
plaintiffs  and the Company  has  settled  with 16  plaintiffs  by  confidential
agreement.  One other plaintiff has been  dismissed.  The remaining 5 plaintiffs
have been divided  into trial groups and the first trial is currently  scheduled
to be held in June 2007 (Williams  case). In March 2005, the Company and 6 other
companies  were  named  defendants  in a lawsuit  by 1 former  employee  of Bell
Flavors and  Fragrances,  Inc. in an action brought in the Circuit Court of Cook
County,  Illinois  (Robinson case). In July 2005, the Company and 9 other flavor
and chemical  suppliers were named defendants in a lawsuit by 1 former worker of
Brach's  Confections,  Inc. in an action  brought in the  Circuit  Court of Cook
County,  Illinois.  Brach's has been added as a third party defendant  (Campbell
case).  In August 2005,  the Company and 8 other  companies,  including a flavor
trade association and consulting agency, were named defendants in a lawsuit by 3
former employees of the  Gilster-Mary  Lee facility in McBride,  Missouri in the
Missouri  Circuit Court,  32nd Judicial Circuit (Fults case). In September 2005,
the  Company  and 23 other  companies  were named  defendants  in a lawsuit by 2
former employees of the  Gilster-Mary  Lee facility in McBride,  Missouri in the
Circuit Court of St. Louis County.  This case was settled in March 2007 pursuant
to a confidential  agreement  (Bowling case).  In November 2005, the Company,  a
flavor trade  association,  and a consulting  agency were named  defendants in a
lawsuit by 1 former  employee  of the  Snappy  Popcorn  Company  in Breda,  Iowa
brought  in U.S.  District  Court for the  Northern  District  of Iowa,  Western
Division.  The trial ready date is July 2007 (Weimer case).  In August 2006, the
Company and 3 other flavor and chemical  suppliers  were named  defendants  in a
lawsuit by 39 current and former employees and/or a neighbor of the Gilster-Mary
Lee facility in Jasper,  Missouri in the Missouri Circuit Court of Jasper County
(Arles case) and 5 other  current and former  employees in the same Court (Bowan
case). In November 2006, the Company and 15 other flavor and chemical  suppliers
were named  defendants  in a lawsuit  filed in the Circuit Court of Cook County,
Illinois by 1 plaintiff allegedly injured by exposure to butter flavor and other
substances at various  facilities  in which he worked  (Solis case).  In January

2007,  the Company  and 3 other  flavor  suppliers  were named  defendants  in a
lawsuit  filed  in  Hamilton  County,  Ohio  Court of  Common  Pleas by 4 former
employees  of a popcorn  packaging  plant in Iowa City,  Iowa (Blood  case).  In
January 2007, the Company and another flavor supplier were named defendants in a
lawsuit filed in Hamilton County,  Ohio Court of Common Pleas by 133 current and
former employees of two separate Marion,  Ohio factories and 103 spouses of such
employees (Aldrich case).

     The Company believes that all IFF and BBA flavors at issue in these matters
meet the requirements of the U.S. Food and Drug  Administration and are safe for
handling and use by workers in food manufacturing  plants when used according to
specified safety procedures.  These procedures are detailed in instructions that
IFF and BBA  provided to all their  customers  for the safe  handling and use of
their flavors.  It is the responsibility of IFF's customers to ensure that these
instructions, which include the use of appropriate engineering controls, such as
adequate ventilation,  prior handling procedures and respiratory  protection for
workers, are followed in the workplace.

     At each balance sheet date, or more frequently as conditions  warrant,  the
Company  reviews  the status of each  pending  claim,  as well as its  insurance
coverage for such claims with due consideration given to potentially  applicable
deductibles,  retentions and reservation of rights under its insurance policies,
and the advice of its outside legal counsel and a third party expert in modeling
insurance  deductible  amounts  with  respect  to all these  matters.  While the
ultimate outcome of any litigation cannot be predicted, management believes that
adequate  provision  has been made with  respect to all known  claims.  Based on
information  presently  available and in light of the merits of its defenses and
the  availability  of insurance,  the Company does not expect the outcome of the
above cases,  singly or in the aggregate,  to have a material  adverse effect on
the Company's financial condition,  results of operation or liquidity. There can
be no assurance  that future events will not require the Company to increase the
amount it has  accrued  for any matter or accrue for a matter  that has not been
previously  accrued.  See  Note 12 of the  Notes to the  Consolidated  Financial
Statements.

     Over the past 20 years,  various federal and state  authorities and private
parties have claimed that the Company is a  potentially  responsible  party as a
generator of waste  materials  for alleged  pollution at a number of waste sites
operated by third parties located  principally in New Jersey and seek to recover
costs incurred and to be incurred to clean up the sites.

     The waste site claims and suits usually involve million dollar amounts, and
most of them are asserted against many potentially responsible parties. Remedial
activities  typically  consist of several  phases  carried  out over a period of
years.  Most site remedies begin with  investigation  and  feasibility  studies,
followed  by  physical  removal,   destruction,   treatment  or  containment  of
contaminated  soil and debris,  and  sometimes  by  groundwater  monitoring  and
treatment.  To date, the Company's  financial  responsibility for some sites has
been settled  through  agreements  granting the Company,  in exchange for one or
more cash payments made or to be made,  either complete release of liability or,
for certain  sites,  release  from  further  liability  for early  and/or  later
remediation phases,  subject to certain "re-opener" clauses for later-discovered
conditions.  Settlements in respect of some sites involve,  in part,  payment by
the Company and other parties of a percentage  of the site's future  remediation
costs over a period of years.

     The Company believes that the amounts it has paid and anticipates paying in
the future for  clean-up  costs and damages at all sites are not and will not be
material  to  the  Company's  financial  condition,  results  of  operations  or
liquidity,  because of the  involvement of other large  potentially  responsible
parties at most sites, because payment will be made over an extended time period
and  because,  pursuant to an  agreement  reached in July 1994 with three of the
Company's liability insurers, defense costs and indemnity amounts payable by the
Company in respect of the sites will be shared by the  insurers  up to an agreed
amount.


Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds
              -----------------------------------------------------------

         (c)      Issuer Purchases of Equity Securities
                  -------------------------------------


                                                                        Total Number of Shares          Maximum Dollar Value of
                               Total Number of                           Purchased as Part of            Sharesthat may yet be
                               Shares Purchased   Average Price           Publicly Announced                 purchased under
                                     (1)          Paid per Share              Program (1)                     the Program
                              ------------------- ------------------ ------------------------------ -------------------------------
                                                                                                      
  January   1 - 31, 2007                -                   -                       -                       $ 206,225,000
  February  1 - 28, 2007              70,000            $48.78                  70,000                      $ 202,811,000
  March     1 - 31, 2007             600,000            $46.78                 600,000                      $ 174,746,000


(1)  An aggregate of 670,000 shares of common stock were repurchased  during the
     first quarter of 2007 under a repurchase program announced in October 2006.
     Under the program,  the Board of Directors  approved the  repurchase by the
     Company of up to $300 million of its common stock.

Item 6.       Exhibits
              --------

         Number        Description
         ------        ------------

         10.1          Performance Criteria for 2007 under the Company's Annual
                       Incentive Plan, incorporated by reference to Exhibit 10.1
                       to the Company's Report on Form 8-K filed on January 31,
                       2007.

         10.2          Performance Criteria for the 2007-2009 cycle under the
                       Company's Long Term Incentive Plan, incorporated by
                       reference to the Company's Report on Form 8-K filed on
                       March 12, 2007.

         10.3          2007 Compensation Arrangements of Robert M. Amen, Douglas
                       J. Wetmore, James H. Dunsdon, Nicolas Mirzayantz, Dennis
                       Meany and Hernan Vaisman incorporated by reference to the
                       Company's Report on Form 8-K filed on March 12, 2007.

         10.4          Non-Employee Director Compensation Arrangements, adopted
                       by the Company's Board of Directors on March 6, 2007,
                       incorporated by reference to the Company's Report on Form
                       8-K filed on March 12, 2007.

         10.5          2000 Stock Award and Incentive Plan, as amended and
                       restated March 6, 2007, incorporated by reference to
                       Appendix A to the Company's Proxy Statement filed on
                       March 23, 2007.

         31.1          Certification of Robert M. Amen pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002.

         31.2          Certification of Douglas J. Wetmore pursuant to Section
                       302 of the Sarbanes-Oxley Act of 2002.

         32            Certification of Robert M. Amen and Douglas J. Wetmore
                       pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                       the Sarbanes-Oxley Act of 2002.



                                   SIGNATURES

     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 thereunto duly authorized.

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.


           Dated: May 3, 2007      By:  /s/ DOUGLAS J. WETMORE
                                   -----------------------------------
                                   Douglas J. Wetmore, Senior Vice President and
                                           Chief Financial Officer



           Dated:  May 3, 2007     By:   /s/ DENNIS M. MEANY
                                   --------------------------------------
                                    Dennis M. Meany, Senior Vice President,
                                        General Counsel and Secretary




                                  EXHIBIT INDEX


         Number        Description
         ------        ------------

         10.1          Performance Criteria for 2007 under the Company's Annual
                       Incentive Plan, incorporated by reference to Exhibit 10.1
                       to the Company's Report on Form 8-K filed on January 31,
                       2007.

         10.2          Performance Criteria for the 2007-2009 cycle under the
                       Company's Long Term Incentive Plan, incorporated by
                       reference to the Company's Report on Form 8-K filed on
                       March 12, 2007.

         10.3          2007 Compensation Arrangements of Robert M. Amen, Douglas
                       J. Wetmore, James H. Dunsdon, Nicolas Mirzayantz, Dennis
                       Meany and Hernan Vaisman incorporated by reference to the
                       Company's Report on Form 8-K filed on March 12, 2007.

         10.4          Non-Employee Director Compensation Arrangements, adopted
                       by the Company's Board of Directors on March 6, 2007,
                       incorporated by reference to the Company's Report on Form
                       8-K filed on March 12, 2007.

         10.5          2000 Stock Award and Incentive Plan, as amended and
                       restated March 6, 2007, incorporated by reference to
                       Appendix A to the Company's Proxy Statement filed on
                       March 23, 2007.

         31.1          Certification of Robert M. Amen pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002.

         31.2          Certification of Douglas J. Wetmore pursuant to Section
                       302 of the Sarbanes-Oxley Act of 2002.

         32            Certification of Robert M. Amen and Douglas J. Wetmore
                       pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                       the Sarbanes-Oxley Act of 2002.





                                                                 Exhibit 31.1
                                  CERTIFICATION
                                  -------------

I, Robert M. Amen, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of International Flavors
     & Fragrances Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

          (a)  Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

          (b)  Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          (c)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          (d)  Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

          (a)  All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          (b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Dated: May 3, 2007
                                             By: /s/ Robert M. Amen
                                             -------------------------------
                                             Name:  Robert M. Amen
                                             Title: Chairman of the Board
                                                    and Chief Executive Officer

                                                                   Exhibit 31.2

                                  CERTIFICATION
                                  -------------

I, Douglas J. Wetmore, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of International Flavors
     & Fragrances Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

          (a)  Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

          (b)  Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          (c)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          (d)  Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

          (a)  All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          (b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Dated: May 3, 2007

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



                                                                    Exhibit 32

        CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of International  Flavors &
Fragrances Inc. (the "Company") for the quarterly period ended March 31, 2007 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Robert M.  Amen,  as Chief  Executive  Officer of the  Company,  and
Douglas J. Wetmore, as Chief Financial Officer, each hereby certifies,  pursuant
to 18 U.S.C.  (section)  1350,  as  adopted  pursuant  to  (section)  906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.



By: /s/ Robert M. Amen
- ----------------------------------
Name:  Robert M. Amen
Title: Chairman of the Board
       and Chief Executive Officer
Dated: May 3, 2007



By: /s/ Douglas J. Wetmore
- -------------------------------
Name:  Douglas J. Wetmore
Title: Senior Vice President
       and Chief Financial Officer
Dated: May 3, 2007